Common use of Reports; Financial Statements Clause in Contracts

Reports; Financial Statements. (a) Since January 1, 2014, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. The Company’s Annual Report on Form 10-K for the years ended December 31, 2009 and December 31, 2010, Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and all Current Reports on Form 8-K filed to date (athe “Reports”) Since January 1, 2014, the Company has timely have been filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (and the “Company SEC Reports”), all of which have Reports complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of applicable to such Reports on the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None of the Company SEC Reports date filed or furnished by the Company with the SEC since January 1SEC, 2014and the Reports did not contain, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of on the date of filing with the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofSEC, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact fact, or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not materially misleading; provided, however, that no representation is made . Other than as to filed with the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this AgreementSEC, the Company has Reports have not received any written orbeen amended, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, nor as of the date of this Agreementhereof has the Company filed any report on Form 8-K since July 6, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices 2011. All of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (ithe “Company Financial Statements”): (a) have been prepared fromfrom and on the basis of, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) generally accepted accounting principles applied on a basis consistent basis throughout the periods involved, with prior accounting periods; (iiib) fairly and accurately present in all material respects the consolidated financial position condition of the Company and its Subsidiaries as of their respective dates, the date of each such Company Financial Statement and the consolidated income, stockholders equity, results of its operations and changes in consolidated financial position or cash flows for the periods presented therein specified; and (subject, c) in the case of the unaudited annual financial statements, to are accompanied by the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge opinion of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (independent public accountants. Except as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company set forth in the Company SEC Reports that it files Financial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified reserved against in the SEC’s rules Company Financial Statements and forms. (d) To the Knowledge which remain outstanding and undischarged as of the Companydate hereof, since January 1, 2014, no employee (y) liabilities arising in the ordinary course of business of the Company since March 31, 2011, or any (z) liabilities incurred as a result of its Subsidiaries has provided this Agreement or is providing information which were not required by generally accepted accounting principles to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither be reflected or reserved on the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActFinancial Statements.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed with or furnished all reportsto the SEC, schedulesas applicable, forms, statements, prospectuses its shell company report on Form 20-F and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since August 9, 2021 (collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading; provided. (ii) The consolidated statements of financial position and the related consolidated statements of loss and comprehensive loss, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by changes in equity and cash flows included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) Act have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its 100% owned consolidated subsidiary entities (“Subsidiaries”), (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations the consolidated loss and comprehensive loss, changes in consolidated financial position or equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments) , have been prepared in accordance with IFRS consistently applied during the periods involved, and (iv) complied as to form in the case of unaudited financial statements except for the absence of footnote disclosure, and otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (ciii) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1August 9, 20142021, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “and its Subsidiaries have conducted their respective businesses in all material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied respects in the design ordinary course of business, and no events, changes or operation of developments have occurred that, individually or in the internal control over financial reporting aggregate, have had or (ii) any fraud, whether or not material, that involves management or other employees who would reasonably be expected to have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsMaterial Adverse Effect. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (a) Since January 1, 2014, the The Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it with the SEC Company under the Securities Act - British Columbia, the TSX Venture Exchange, the OTCQB, and the Securities Act and the Exchange Act (the if applicable) (collectively, “Company SEC Public Reports”), all for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) on a timely basis or has received a valid extension of which have complied as such time of filing and has filed any such Public Reports prior to the expiration of any such extension. As of their respective filing dates ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, Public Reports complied in all material respects with all applicable the requirements of the Securities Act, the Exchange Securities Act - British Columbia and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andExchange Act, in each caseas applicable, the rules and regulations none of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1Public Reports, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofwhen filed, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Public Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission, BCSC or TSX Venture Exchange with respect thereto. (c) The Company has designed and maintains a system thereto as in effect at the time of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of filing. Such financial statements for external purposes have been prepared in accordance with international financial reporting standards applied on a consistent basis during the periods involved (“IFRS”) and in accordance with United States generally accepted accounting principles (“GAAP. Since January 1”), 2014except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by IFRS and GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to the Knowledge of the Companynormal, neither the Company nor the Company’s auditor haveimmaterial, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 reportingyear-end audit adjustments. The Company is, and has designed no reason to believe that it will not in the foreseeable future continue to be in compliance with all its reporting requirements under the Securities Act and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed with or furnished all reportsto the SEC, schedulesas applicable, forms, statements, prospectuses its shell company report on Form 20-F and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since August 9, 2021 (collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading; provided. (ii) Each of the consolidated balance sheets and the related consolidated statements of operations, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by shareholders’ equity (deficit) and cash flows included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) Act have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its 100% owned consolidated subsidiary entities (“Subsidiaries”), (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments) , have been prepared in accordance with IFRS consistently applied during the periods involved, and (iv) complied as to form in the case of unaudited financial statements except for the absence of footnote disclosure, and otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (ciii) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1August 9, 20142021, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “and its Subsidiaries have conducted their respective businesses in all material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied respects in the design ordinary course of business, and no events, changes or operation of developments have occurred that, individually or in the internal control over financial reporting aggregate, have had or (ii) any fraud, whether or not material, that involves management or other employees who would reasonably be expected to have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsMaterial Adverse Effect. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed or furnished furnished, as applicable all forms, reports, schedules, formsprospectuses, statements, prospectuses registration statements and other statements and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since January 1, 2016 (including, for the avoidance of doubt, its annual report on Form 10-K for the fiscal year ended December 31, 2016, as amended by that Form 10-K/A filed on May 1, 2017, collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two amendment, no Company Report (2) Business Days prior including for purposes of this sentence, the Draft 10-Q to the date hereof, Knowledge of the Company) contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. The Company is a WKSI eligible to file a Registration Statement on Form S-3 under the Securities Act. (ii) Each of the consolidated balance sheets, howeverand the related consolidated statements of income, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by changes in stockholders’ equity and cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date Act (including for purposes of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreementsentence, the Company has not received any written or, Draft 10-Q to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. ): (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of unaudited financial statements except for the absence of footnote disclosure, and (ivD) complied as to form otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed or furnished furnished, as applicable, the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 (the “2021 20-F”), Forms 6-K and all other forms, reports, schedules, forms, statements, prospectuses schedules and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since May 19, 2021. Since May 19, 2021, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (the “Company SEC Reports”), all ii) As of which have complied as of their its respective filing dates ordate, and, if amended or superseded by a subsequent filingamended, as of the date of the filing of such last such amendment (except to the extent that information contained in any Company Report has been revised or superseding filing superseded by a later filed Company Report filed and made at least two (2) Business Days publicly available prior to the date hereofof this Agreement), each Company Report (and any further documents so filed and incorporated by reference in each of the Company Reports) complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andExchange Act, in each case, the and any rules and regulations promulgated thereunder applicable to such Company Report. As of its respective filing date, and, if amended, as of the SEC promulgated thereunder. No executive officer filing of such last amendment and as of the Company has failed date hereof (except to the extent that information contained in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended Report has been revised or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing later filed Company Report filed and made at least two (2) Business Days publicly available prior to the date hereofof this Agreement), no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided, however, that no representation is made as to . (iii) Each of (i) the accuracy consolidated statements of any financial projections or forward-looking statements or the completeness position of any information filed or furnished by the Company as of December 31, 2020 and 2021, and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows for each of the three years in the period ended December 31, 2021 included in the 2021 20-F, (ii) the consolidated statements of financial position of the Company as of December 31, 2021 and September 30, 2022, and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows for each of the three and nine month periods for the period ended September 30, 2021 and 2022 included in the Report of Foreign Private issuer on Form 6-K furnished to the SEC solely for on November 14, 2022, and (iii) the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. Unaudited Condensed Consolidated Financial Information (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or equity and cash flows of the Company and its Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments, and (C) have been prepared in accordance with IFRS consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of the Unaudited Condensed Consolidated Financial Information, except for the absence of (x) footnote disclosure and (y) a condensed consolidated statement of changes in equity. (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations As of the date of this Agreement, there are no outstanding unresolved comments from any comment letters received by the Company from the SEC relating to reports, statements, schedules, registration statements or other filings filed or furnished by the Company with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding SEC. To the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any frauddate of this Agreement, 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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee none of the Company or any of its Subsidiaries has provided or Reports is providing information to any law enforcement agency regarding the violation subject of any applicable Law of ongoing review by the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActSEC.

Reports; Financial Statements. (a) Since January 1The Common Stock is registered pursuant to Section 12 of the U.S. Securities Exchange Act of 1934, 2014as amended (the “Exchange Act”), the Company has timely filed or furnished and is listed on Nasdaq. The SEC Reports constitute all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it the Company with the SEC (pursuant to the “Company SEC Reports”)reporting requirements of the Exchange Act, all of which have complied as including pursuant to Sections 13, 14 or 15(d) thereof, since January 1, 2007. As of their respective filing dates ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, SEC Reports complied in all material respects with all applicable the requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer , and none 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1Reports, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofwhen filed, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as . Nothing has come to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any attention of the Company since such respective dates that would indicate that the SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, are not true and correct in all material respects as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Actapplicable dates thereof. (b) The audited and unaudited consolidated financial statements of the Company and its subsidiaries (includingbalance sheet and statements of operations, as applicablecash flow and shareholders’ equity, together with the related notes thereto) for the fiscal year ended December 31, 2006 set forth in the Form 10-K contains the unqualified report of the Company’s independent certified public accountants (the “Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared fromFinancial Statements”), are true, complete and correct in accordance withall material respects, and accurately reflect consistent in all material respects with the books and records of the Company and its Subsidiariessubsidiaries, (ii) and have been prepared in accordance with GAAP United States Generally Accepted Accounting Principles (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial StatementsGAAP”) applied on a consistent basis throughout the periods involvedindicated. Except as may be otherwise specified in the Company Financial Statements or the notes thereto, (iii) the Company Financial Statements fairly present in all material respects the consolidated financial position condition, operating results and cash flows of the Company and its Subsidiaries subsidiaries as of their respective dates, the dates and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes indicated in accordance with GAAP. Since January 1, 2014, Nothing has come to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee attention of the Company or since such respective dates that would indicate that any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law such financial statements are not true and correct in all material respects as of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actapplicable dates thereof.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed or furnished furnished, as applicable all forms, reports, schedules, formsprospectuses, statements, prospectuses registration statements and other statements and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since January 1, 2019 (including, for the avoidance of doubt, its annual report on Form 10-K for the fiscal year ended December 31, 2019, collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. (ii) Each of the consolidated balance sheets, howeverand the related consolidated statements of income, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by changes in stockholders’ equity and cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. : (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of unaudited financial statements except for the absence of footnote disclosure, and (ivD) complied as to form otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (a) Since January 1, 2014Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company has timely filed will furnish to the Trustee and the Holders of Notes or furnished post on a website maintained by the Company for such purpose within the time periods specified in the Commission's rules and regulations for non-accelerated filers, taking into account any extension of time, deemed filing date or safe harbor contemplated or provided for by Rule 12b-25 under the Exchange Act: (1) all reports, schedules, forms, statements, prospectuses quarterly and annual financial and other documents information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the Commission on Forms (which, if permitted under applicable rules of the Commission, may be the quarterly or annual report of any direct or indirect parent of the Company so long as the Company and its Subsidiaries collectively constitute substantially all of the consolidated assets of such direct or indirect parent and such report contains reasonably detailed financial information with respect to any such direct or indirect parent, the Company and its Subsidiaries on a consolidated basis),10-Q and 10-K if the Company were required to file such Forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company's certified independent accountants; and (2) all current reports that would be required to be filed or furnished by it with the SEC (Commission on Form 8-K if the “Company SEC Reports”), all of which have complied were required to file such reports. So long as of their respective filing dates or, if amended the Company is required to file periodic reports under Section 13(a) or superseded by a subsequent filing, as Section 15(d) of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Exchange Act, the Exchange Act and Company's obligation to deliver the information referred to above shall be deemed satisfied upon the filing such information with the Commission using the ▇▇▇▇▇▇▇▇-▇ system (or its successor) and such information is publicly available; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the ▇▇▇▇▇ Act and, in each casesystem (or its successor). Prior to any time during which the Company is required to file periodic reports under Section 13(a) or Section 15(d) of the Exchange Act, the rules Company may satisfy its obligation to provide information required by the foregoing paragraph by including such information in a registration statement on Form 10 or amendment thereto filed with the Commission. Delivery of such reports, information and regulations documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the SEC promulgated thereunderCompany's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on officer's certificates). No executive officer of Notwithstanding anything to the contrary in this Section 4.03(a), if at any time the Company has failed in any respect is not required to make file or cause to be filed the certifications reports required of him or her under by this Section 4.03(a) with the Commission, the Company shall not be required to comply with Section 302 or 906 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to of 2002, Items 307, 308, 402, 406, 407 or 601 (other than Item 601(b)(10)) of Regulation S-K, Rule 3-10 of Regulation S-X, Item 5, Item 14 or Item 15(b) of Form 10-K or Item 5.02(e) or Item 5.07 of Form 8-K in any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC report provided pursuant to the Exchange Actthis Section 4.03. (b) The audited If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, and unaudited consolidated financial statements such Unrestricted Subsidiaries' total assets (including, determined in accordance with GAAP) as applicable, the related notes thereto) of the Company included (or incorporated by reference) in end of the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect most recently completed fiscal year exceed an amount equal to 3% of the books and records consolidated total assets of the Company and its Restricted Subsidiaries, (iithen the quarterly and annual financial information required by Section 4.03(a) have been prepared in accordance with GAAP (except as may be indicated shall include a reasonably detailed presentation, either on the face of the financial statements or in the notes thereto orfootnotes to the financial statements and in “Management's Discussion and Analysis of Financial Condition and Results of Operations”, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position condition and results of operations of the Company and its Restricted Subsidiaries as of their respective dates, separate from the financial condition and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoUnrestricted Subsidiaries. (c) The For so long as any Notes remain outstanding, the Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, Guarantors will furnish to the Knowledge of Holders and to prospective investors, upon their request, the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits delivered pursuant to Rule 144A(d)(4) under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act.

Reports; Financial Statements. (a) Since January 1Except as set forth in Section 4.05(a) of the Disclosure Letter, 2014since April 22, 1998, the Company has timely duly filed or furnished all forms, reports, schedules, forms, statements, prospectuses proxy statements and other documents required to be filed or furnished by it with the SEC. True and correct copies of all filings made by the Company with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the since such date of the last such amendment or superseding filing made at least two (2) Business Days and prior to the date hereofhereof (the "COMPANY SEC REPORTS"), whether or not required under applicable laws, rules and regulations and including any registration statement filed by the Company under the Securities Act of 1933, as amended (the "SECURITIES ACT"), have been either made available or are publicly available to Parent and Purchaser. As of their respective dates, the Company SEC Reports (other than preliminary material) complied in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, the Exchange Act as applicable, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect thereunder applicable to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any such Company SEC Report. None Reports and none of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffiled, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited consolidated financial statements of the Company for the year ended December 31, 1999 (the "1999 FINANCIAL STATEMENTS") and the audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are comply as to form in accordance with, all material respects with applicable accounting requirements and accurately reflect with the books rules and records regulations of the Company SEC with respect thereto and its Subsidiaries, (ii) have been were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”thereto) applied on a consistent basis throughout the periods involved, (iii) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders shareholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subjecttherein, in the case of except that the unaudited interim financial statements, statements were or are subject to the absence of footnotes normal and normal recurring year-end audit adjustments) adjustments which have not been and (iv) complied are not reasonably likely to be materially adverse to the Company and its Subsidiaries taken as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoa whole. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of Except (i) any existing “significant deficiencies” as reflected or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied reserved against or disclosed in the design or operation of the internal control over financial reporting or 1999 Financial Statements, (ii) any fraud, whether or for liabilities that are not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company recorded or reflected on a balance sheet under United States generally accepted accounting principles and (iii) as incurred in the Company SEC Reports that it files or submits under the Exchange Act is recordedordinary course of business since December 31, processed1999, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither neither the Company nor any of its Subsidiaries norhas any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, or whether due or to the Knowledge of the Companybecome due, any directorother than liabilities that have not had or would not reasonably be likely to have, officer, employee individually or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actaggregate, a Material Adverse Effect.

Reports; Financial Statements. (a) Since January 1, 2014, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffiling, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (includingstatements, as applicable, including the related notes and schedules thereto, (collectively, the “Company Financial Statements”) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”thereto) applied on a consistent basis throughout the periods involved, (iii) involved and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes (to the extent permitted to by excluded by Form 10-Q and applicable SEC rules) and normal year-end audit adjustments) and (iv) complied as to form adjustments that individually or in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoaggregate are not material). (c) The Company maintains, and at all times since January 1, 2014 has designed and maintains maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of and 15d-15(f) under the Exchange Act) sufficient which is designed to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and such policies and procedures provide reasonable assurance that: (i) records are maintained in reasonable detail to accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) the unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries that could have a material effect on the financial statements are prevented or timely detected. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2015, and such assessment concluded that such controls were effective. Since January 1, 2014, neither the Company nor, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, independent registered accountant has identified or been made aware of of: (iA) any existing “significant deficiencies” deficiency or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weakness in the design or operation of the internal control over financial reporting or utilized by the Company; (iiB) any illegal act or fraud, whether or not material, that involves the management or other employees who have a significant role in of the Company’s internal controls over financial reporting. ; or (C) any claim or allegation regarding any of the foregoing. (d) The Company maintains and has designed and maintains since January 1, 2014 maintained, disclosure controls and procedures (as defined in required by Rule 13a-15 of or 15d-15 under the Exchange Act) sufficient Act that are designed to provide reasonable assurance that all information required to be disclosed by the Company in the Company SEC Reports Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsforms 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 enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company has evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable law, presented in any applicable Company SEC Reports that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation; and, to the extent required by applicable law, disclosed in such report or amendment any change in the Company’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ. (de) To the Knowledge of The Company is not a party to, nor has it any obligation or other commitment to, become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, since January 1on the one hand, 2014and any unconsolidated Affiliate, no employee including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. other Company SEC Reports. (f) Neither the Company nor any of its Subsidiaries norhas outstanding, or has arranged any outstanding, “extensions of credit” to the Knowledge of the Company, any director, officer, employee directors or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries executive officers in the terms and conditions of employment because of any lawful act of such employee described in Section 806 violation of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (a) Since January 1, 20142017, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 20142017, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (the “Company Financial Statements”) (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its SubsidiariesSubsidiaries in all material respects, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 20142017, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, have identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (ai) Since January 1, 2014Except as set forth in the Section 3.01(g) of the Company Disclosure Schedule, the Company has timely filed or furnished all reportsfurnished, schedulesas applicable, forms(A) its annual report on Form 10-K for the fiscal years ended December 31, statements2015, prospectuses 2014 and other documents required 2013, and (B) its quarterly reports on Form 10-Q for its fiscal quarter ended March 31, 2016, and (C) its proxy or information statements relating to be filed meetings of, or furnished by it with actions taken without a meeting by, the SEC shareholders of the Company held since December 31, 2015 (collectively, the “Company SEC Reports”). No Subsidiary of the Company is required to file or furnish any report, all schedule, form, statement or other document with, or make any other filing with, or furnish any other material to the SEC. Except as set forth in the Section 3.01(g) of which have complied the Company Disclosure Schedule, as of their its respective filing dates ordate, and, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andof 2002, in each case, the and any rules and regulations of promulgated thereunder applicable to such Company Report. Except as set forth in the SEC promulgated thereunder. No executive officer Section 3.01(g) of the Company has failed in any respect to make the certifications required Disclosure Schedule, as of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided, however, that no representation is made as . (ii) No event or circumstance has occurred or exists with respect to the accuracy Company or any Subsidiary of any the Company or their respective businesses, properties, prospects, operations or financial projections condition, which, under applicable securities Laws, requires public disclosure or forward-looking announcement by the Company but which has not been so publicly announced or disclosed. (iii) Except for the Identified Matters or as otherwise set forth in the Section 3.01(g) of the Company Disclosure Schedule, true and complete copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the related unaudited consolidated statements or of operations and comprehensive loss of the completeness of any information filed or furnished Company and its Subsidiaries (collectively, the “2016 Financial Statements”) have been made available by the Company to the SEC solely Purchaser. (iv) Except for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding Identified Matters or unresolved comments as otherwise set forth in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any Section 3.01(g) of the Company SEC Reports is Disclosure Schedule, the subject of any ongoing investigation. To the Knowledge 2016 Financial Statements and each of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicablein each case, any notes thereto), and the related notes thereto) consolidated balance sheets, consolidated statements of the Company income, changes in stockholders’ equity and cash flows, included (in or incorporated by reference) in reference into the Company Reports filed with the SEC Reports under the Exchange Act (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments) adjustments and (ivC) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes have been prepared in accordance with GAAP. Since January 1GAAP consistently applied during the periods involved, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (except as defined by the Public Company Accounting Oversight Board) not otherwise remedied set forth in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsnotes thereto. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (a) Since January 1, 20142023, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it with the SEC (as amended or supplemented since the time of filing, the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended amended, supplemented or superseded by a subsequent filing, as of the date of the last such amendment amendment, supplement or superseding filing made at least two (2) Business Days prior to the date hereoffiling, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations Act. No Subsidiary of the SEC promulgated thereunderCompany is required to file or furnish, or files or furnishes, any form, report or other document 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 Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None As of their respective dates (to the extent that information contained in such Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if Report has been amended or superseded supplemented by a subsequent filinglater filed Company SEC Report prior to the date of this Agreement, as of the date of the last such amendment or superseding filing made at least two (2supplement) Business Days prior to none of the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contained any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (includingstatements, as applicable, including the related notes and schedules thereto) , of the Company included (or incorporated by reference) in the Company SEC Reports (collectively, the “Company Financial Statements”) (i) have been prepared from, are complied as to form in accordance with, all material respects with the applicable accounting requirements and accurately reflect the books applicable published rules and records regulations of the Company and its SubsidiariesSEC with respect thereto in effect at the time of such filing, (ii) have been prepared in accordance with GAAP (except as may be indicated described in the notes thereto to such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q of or any successor form under the SEC, the “Financial Statements”Exchange Act) applied on a consistent basis throughout the periods involved, involved and (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto). (c) The Company maintains, and at all times since January 1, 2023, has designed and maintains maintained, a system of internal controls control over financial reporting (as defined in Rules 13a-15(f) of Rule 13a-15 under the Exchange Act) sufficient which is designed to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, and includes those policies and procedures that: (i) pertain to the Knowledge maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Company Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company or its Subsidiaries that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company, neither the Company nor the Company’s auditor have, identified or been made aware system of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraudin compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, whether or not material2023, and, except as set forth in the Company SEC Reports filed prior to the date of this Agreement, that involves management or other employees who have a significant role in the Company’s internal assessment concluded that those controls over financial reporting. were effective. (d) The Company maintains and since January 1, 2023, has designed and maintains maintained “disclosure controls and procedures (procedures” as defined in and required by Rule 13a-15 of or 15d-15 under the Exchange Act) sufficient Act that are reasonably designed to provide reasonable assurance ensure that all information required to be disclosed by the Company in the Company SEC Reports Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsforms 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 enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (de) To the Knowledge of the Company, since Since January 1, 20142023, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee officer or agent auditor of the Company or any of its SubsidiariesSubsidiaries has received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material written complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has dischargedengaged in questionable accounting or auditing practices. (f) Neither the Company nor any of its Subsidiaries is a party to, demoted and has no commitment to become a party to, any off-balance sheet arrangement (as defined in Item 303(a) or suspended an employee Regulation S-K under the Exchange Act), where the result, purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany’s published financial statements or other Company SEC Reports.

Reports; Financial Statements. (ai) Since January 1, 2014, There are no reports or information that in accordance with the requirements of Canadian Securities Laws must be made publicly available prior to the Closing Date in connection with the offering and sale of the Securities that have not been made publicly available as required; (ii) there are no documents required to be filed as of the date hereof with the Canadian Regulatory Authorities or with any other Canadian securities regulatory authority in connection with the offering and sale of the Securities that have not been filed as required; and (iii) the Company has timely not filed any confidential material change reports or furnished similar confidential report with any securities regulatory authority that is still maintained on a confidential basis. The Company has filed all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or furnished 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by it with the SEC law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Company SEC Reports”)) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The SEDAR+ Filings include all reports, all schedules, forms, statements and other documents required to be filed by the Company under Canadian Securities Laws for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) and the Company has filed such SEDAR+ Filings on a timely basis or has received a valid extension of which have complied as such time of filing and has filed any such SEDAR+ Filings prior to the expiration of any such extension. As of their respective filing dates ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, SEC Reports and SEDAR+ Filings complied in all material respects with all applicable the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andCanadian Securities Laws, in each caseas applicable, the rules and regulations none of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him Reports or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1SEDAR+ Filings, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofwhen filed, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as . The Company has never been an issuer subject to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated Rule 144(i) under the Exchange Securities Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated historical financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared fromand SEDAR+ Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission and applicable Canadian Securities Laws with respect thereto as in effect at the time of filing. Such consolidated historical financial statements, are in accordance withincluding the notes thereto, and accurately reflect the books and records schedules of the Company and its Subsidiariesconsolidated subsidiaries present fairly the financial condition, (ii) results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Securities Act, the Exchange Act and Canadian Securities Laws and have been prepared in accordance conformity with GAAP U.S. generally accepted accounting principles (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial StatementsGAAP”) applied on a consistent basis throughout the periods involved, involved (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries except as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretootherwise noted therein). (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (a) Since January 1, 20141997, Parent has filed with the Company has timely filed or furnished SEC all reports, schedules, material forms, statements, prospectuses reports and other documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements under each of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the respective rules and regulations of thereunder (collectively the SEC promulgated thereunder. No executive officer of "Parent Reports" and, together with the Company has failed in any respect to make Reports, the certifications required "Reports"). As of him or her under Section 302 or 906 of their respective dates, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None of the Company SEC Parent Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) did not contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As Each of the date consolidated balance sheets of this Agreement, there are no outstanding Parent and its subsidiaries included in or unresolved comments in comment letters received from incorporated by reference into the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Parent Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, including the related notes theretoand schedules) presents fairly, in all material respects, the financial position of Parent and its subsidiaries as of its date, and each of the Company related consolidated statements of income, changes in shareowners' funds and cash flows included (in or incorporated by reference) in reference into the Company SEC Parent Reports (iincluding any related notes and schedules) have been prepared frompresents fairly, are in accordance withall material respects, the results of operations and accurately reflect the books and records cash flows of the Company Parent and its Subsidiaries, subsidiaries for the periods set forth therein (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes notes and normal year-end audit adjustmentsadjustments that will not be material in amount or effect), in each case in conformity with generally accepted accounting principles in the United Kingdom ("U.K. GAAP") and (iv) complied consistently applied during the periods involved except as may be noted therein. The related notes reconciling to form U.S. GAAP the consolidated financial statements of Parent, or any portion thereof, as applicable, comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient applicable to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 reportingthis reconciliation. The Company has designed audited consolidated statement of income of Parent and maintains disclosure controls and procedures (as defined in Rule 13a-15 of its subsidiaries for the Exchange Act) sufficient to provide reasonable assurance that information required year ended December 31, 1999 to be disclosed by included in Parent's Annual Report on Form 20-F for that year will be consistent with the Company unaudited consolidated statement of income of Parent and its subsidiaries included in the Company SEC Reports that it files or submits under the Exchange Act is recordedParent's press release of February 17, processed, summarized and reported within the time periods specified in the SEC’s rules and forms2000. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (a) Since January 1, 20142008, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “Company SEC ReportsSEC”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and, in each case, the rules and regulations of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports reports, schedules, forms, statements and other documents filed or furnished by the Company with the SEC since January 1, 20142008 (the “Company SEC Reports”), including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, including the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”thereto) applied on a consistent basis throughout the periods involved, (iii) involved and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto). (c) The Company has designed and maintains its Subsidiaries have implemented and maintain a system of internal accounting controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended January 1, 20142011 and the description of such assessment set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2011 is accurate in all material respects. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Knowledge Company’s outside auditors and the audit committee of the Company, neither the Company nor the Company’s auditor have, identified or been made aware Board of Directors (iA) any existing “significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the internal control controls over financial reporting or (iias defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries noris a party to, or has any commitment to the Knowledge of the Companybecome a party to, any directorjoint venture, officer, employee off-balance sheet partnership or agent of any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, has dischargedon the one hand, demoted and any unconsolidated Affiliate, including any structured finance, special purpose or suspended an employee limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company or any of its Subsidiaries in the terms and conditions Company SEC Reports. (e) Neither the Company nor any of employment because of its Subsidiaries has any lawful act of such employee described in Section 806 Liability (as defined below) that would be required by GAAP to be reflected on a consolidated balance sheet of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany except for (i) Liabilities that are reflected, or for which reserves were established, on the audited consolidated balance sheet of the Company as of January 1, 2011 in the Company SEC Reports or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business and consistent with past practice since January 1, 2011, (iii) Liabilities that are incurred in connection with this Agreement and the Merger and the other transactions contemplated hereby and (iv) Liabilities that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. As used in this Agreement, the term “Liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown or matured or unmatured, including those arising under any Law and those arising under any Contract.

Reports; Financial Statements. (a) Since January 1Except as set forth in Section 2.07 of the Disclosure Schedule, 2014all forms, the Company has timely filed or furnished all reports, schedules, formsprospectuses, statementscirculars, prospectuses statements and other documents required to be (together with any amendments thereto) filed or furnished by it with any of the SEC Canadian Securities Authorities, the SEC, TSX and Nasdaq since December 31, 2003 and any correspondence related thereto (such forms, reports, schedules, prospectuses, circulars, statements and other documents, including any financial statements or other documents, including any schedules included therein, are referred to as the “Company SEC ReportsDocuments”), all of which have complied as of their respective filing dates or, at the time filed (and if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofof this Agreement then, on the date of such filing), (i) did not contain any misrepresentation of a material fact (as defined in all material respects with all applicable requirements of the Securities ActLaws), the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, did not at the time they were filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to misleading and (ii) complied in all material respects with the accuracy requirements of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Actapplicable Securities Laws. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the The Company has not received filed any written orconfidential material change report with the Canadian Securities Authorities, to the Company’s Knowledge, oral notice from the SEC that or any of the Company SEC Reports is the subject of other securities authority or regulator or any ongoing investigation. To the Knowledge of the Company, stock exchange or other self-regulatory authority which as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Companyhereof remains confidential. None of the Company’s Subsidiaries is required to file periodic any reports or other documents with any of the SEC pursuant to Canadian Securities Authorities, the Exchange ActSEC, TSX or Nasdaq. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements (includingof Company, as applicable, including the related notes thereto) of the Company , included (or incorporated by reference) in the Company SEC Reports Documents (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Company Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authorities, the SEC Canadian Securities Authorities, the SEC, TSX and Nasdaq with respect thereto as of their respective dates, and (with respect to the Company Financial Statements contained in documents filed in Canada prior to the Accounting Changeover) have been prepared in accordance with generally accepted accounting principles of Canada applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“Canadian GAAP”) and (with respect to the Company Financial Statements contained in documents filed in the United States) in accordance with generally accepted accounting principles of the U.S. applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) (“US GAAP”) (it being acknowledged and agreed that the Company has commenced filing in Canada financial statements prepared in accordance with US GAAP effective the beginning of the fiscal year ending December 31, 2004, in accordance with Canadian Securities Administrators’ National Instrument 52-107 (the “Accounting Changeover”)). The Company Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Company and its Subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and the absence of footnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Company and its Subsidiaries on a consolidated basis. Since December 31, 2003, there has been no change in Company’s accounting policies, except as described in the notes to the Company Financial Statements or except as set forth in Section 2.07 of the Disclosure Schedule. (c) The books and records of the Company and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has designed devised and maintains a system of internal accounting controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes that (i) transactions are executed in accordance with GAAP. management’s general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with Canadian GAAP and US GAAP and (B) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since January 1July 31, 20142002, the Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Knowledge Company’s auditors and the audit committee of the Company, neither the Company nor the Company’s auditor have, identified or been made aware Board of Directors (i) any existing “all significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the internal control controls over financial reporting or which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Schedule. The Company has designed established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 of under the Exchange Act) sufficient ); such disclosure controls and procedures are designed to provide reasonable assurance ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in alerting the Company’s principal executive officer and its principal financial officer in a timely manner of all material information required to be disclosed by the Company included in the Company SEC Reports that it files or submits Company’s periodic reports required under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, Act. There are no employee of outstanding loans made by the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding executive officer (as defined in Rule 3b-7 under the violation of any applicable Law Exchange Act) or director of the type described in Section 806 Company. Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither Act of 2002, neither the Company nor any of its Subsidiaries nor, has made any loans to any executive officer (as defined in Rule 3b-7 under the Knowledge of the Company, any director, officer, employee Exchange Act) or agent director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, has dischargedvoting or nonvoting securities of another person, demoted or suspended an employee and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or any into the United States of over $50,000,000 in its Subsidiaries in most recent fiscal year, all within the terms and conditions of employment because of any lawful act of such employee described in Section 806 meaning of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ HSR Act.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed with or furnished to the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2022, and (B) all other forms, reports, schedules, forms, statements, prospectuses schedules and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2022 (collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading; provided. (ii) Each of the consolidated balance sheets, howeverand the related consolidated statements of operations, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by stockholders’ equity and cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. Act (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to normal recurring year-end adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto and, in the case of unaudited financial statements, except for the absence of footnotes and normal year-end audit adjustments) footnote disclosure, and (ivD) complied as to form otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (ciii) The Except as disclosed in the Company has designed Reports, the Company and maintains its Subsidiaries have established and maintained a system of internal controls control over financial reporting (as defined in Rules 13a-15(f) of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurances assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither . (iv) Except as disclosed in the Company Reports and other than the transactions contemplated by this Agreement, there has been no transaction, or series of related transactions, agreements, arrangements or understandings, nor the Company’s auditor haveis there any proposed transaction, identified or been made aware series of (i) any existing “significant deficiencies” related transactions, agreements, arrangements or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not materialunderstandings, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information would be required to be disclosed under Item 404 of Regulation S-K promulgated by the Company SEC under the Securities Act that have not been disclosed in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsReports. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (a) Since January 1, 2014, the The Company has timely filed or furnished with the SEC all required forms, reports, schedules, forms, statements, prospectuses registration statements and other documents required to be filed or furnished by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the “Company SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's Reports”"), all of which have complied as . As of their respective filing dates ordates, if amended or superseded by a subsequent filing, the Company's Reports complied as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, form in all material respects with all applicable requirements of under the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) thereunder and did not contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, howeverstockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, that no representation is made retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the accuracy absence of any financial projections or forward-looking statements or notes (to the completeness of any information filed or furnished extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from Agreement with the SEC staff with respect to the Company SEC Reports. As under Section 13 of the date of this Agreement, Exchange Act and the Company has not received any written orregulations promulgated thereunder, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company's knowledge, as of the date of this Agreement, there are no SEC inquiries Person or investigations, other government inquiries "group" "beneficially owns" 5% or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices more of the Company. None of the Company’s Subsidiaries is required to file periodic reports 's outstanding voting securities, with the SEC pursuant terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (ai) Since January 1, 2014, the Company EchoStar has timely filed or furnished furnished, as applicable, on a timely basis all reports, schedules, forms, statements, prospectuses reports and other documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since December 31, 2012 (the “Company SEC Applicable Date”) (such forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “EchoStar Reports”). HSSC has filed or furnished, as applicable, on a timely basis all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (for purposes of which this Agreement, as if HSSC were subject to the filing requirements of Section 13 or 15(d) of the Exchange Act at all relevant times) (such forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “HSSC Reports”). Each of the EchoStar Reports and the HSSC *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have complied as been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. Reports, at the time of their respective its filing dates or being furnished (or, if amended or superseded by a subsequent filingprior to the date of this Agreement, as of the date of the last such amendment or superseding filing made at least two (2amendment) Business Days prior complied as to the date hereof, form in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, Exchange Act. As of their respective dates neither the rules and regulations of EchoStar Reports nor the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC HSSC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in 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 filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (bii) The audited Each of the consolidated balance sheets included in or incorporated by reference into the EchoStar Reports or the HSSC Reports, as applicable (including the related notes and unaudited schedules), fairly presents the consolidated financial statements (includingposition of EchoStar or HSSC, as applicable, the related notes thereto) and their respective consolidated Subsidiaries as of the Company dates thereof and each of the consolidated statements of operations and comprehensive income (loss), changes in stockholders’ or shareholder’s equity and cash flows included (in or incorporated by reference) in reference into the Company SEC EchoStar Reports or the HSSC Reports, as applicable (i) have been prepared fromincluding any related notes and schedules), are in accordance withfairly presents the results of operations and cash flows of EchoStar or HSSC, as applicable, and accurately reflect their respective consolidated Subsidiaries for the books and records of the Company and its Subsidiaries, periods set forth therein (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Form 10to normal year-Q end adjustments and lack of footnote disclosure), in each case in accordance with accounting principles generally accepted in the SEC, the United States (“Financial StatementsGAAP”) consistently applied on a consistent basis throughout during the periods involved, except as may be noted therein or may be permitted by the SEC under the Exchange Act. (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the The preliminary pro forma unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 balance sheet of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither Retail Group attached as Schedule 2.1(h)(iii) hereto (the Company nor any “HRG Balance Sheet”) *** (iv) There are no obligations or liabilities of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company EchoStar or any of its Subsidiaries, has dischargedwhether or not accrued, demoted contingent or suspended an employee of the Company otherwise and whether or not required to be disclosed or any other facts or circumstances which could reasonably be expected to result in any claims against, or obligations or liabilities of, EchoStar or any of its Subsidiaries Subsidiaries, except for those that are not, individually or in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of aggregate, reasonably likely to have a Material Adverse Effect. There is no Indebtedness allocated to the ▇▇▇▇▇▇ Retail Group under the Tracking Stock Policy as of the Closing. (v) The Financial Model for the ▇▇▇-▇▇▇▇▇ Act.Retail Group ***

Reports; Financial Statements. (a) Since January 1, 2014As of the respective dates of their filing with the Commission, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all the applicable requirements of the Securities Act, the Exchange Act Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC Commission promulgated thereunder, except as disclosed in the SEC Reports. No executive officer of Except as disclosed in the Company has failed in any respect to make SEC Reports, the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, did not at the time they were filed orwith the Commission, if amended or superseded by a subsequent filingwill not at the time they are filed with the Commission, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, however, that no representation . The Company is made as to the accuracy not aware of any financial projections or forward-looking statements or the completeness of any information filed or furnished issues raised by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff Commission with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigationsReports, other government inquiries or investigations or material internal investigations pending or threatened, than those disclosed in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange ActReports. (b) The audited and unaudited Except as disclosed in the SEC Reports, the consolidated financial statements (including, as applicablein each case, the any related schedules or notes thereto) of the Company included (contained in or incorporated by reference) reference in the Company SEC Reports and any such reports, registration statements and other filings to be filed by the Company with the Commission prior to the Closing Date (the “Financial Statements”) (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been or will be prepared in accordance with the published rules and regulations of the Commission and GAAP consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”thereto) applied on a consistent basis throughout the periods involved, and (iiiii) fairly present or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their the respective dates, dates thereof and the consolidated income, stockholders equity, results of operations operations, statements of stockholders’ equity and changes in consolidated financial position or cash flows for the periods presented therein (subjectindicated, in the case of the except that any unaudited interim financial statements, statements were or will be subject to the absence of footnotes normal and normal recurring year-end audit adjustments) adjustments and (iv) complied may omit footnote disclosure as to form in all material respects with applicable accounting requirements and the published rules and permitted by regulations of the SEC with respect theretoCommission. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (a) Since January 1, 20141998, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses reports and other documents documents, together with any amendments required to be made with respect thereto, that were required to be filed or furnished by it with any Governmental Entity, including the SEC (the “Company SEC Reports”"REGULATORY DOCUMENTS"), and has paid all of which have complied as fees and assessments due and payable in connection therewith. (b) As of their respective filing dates ordates, if amended or superseded by a subsequent filing, as the Regulatory Documents of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, Company complied in all material respects with all the applicable requirements of the Securities ActLaws (as hereinafter defined), the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer thereunder applicable to such Regulatory Documents, and none 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filingCompany's Regulatory Documents, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoftheir respective dates, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided. The Company has previously delivered or made available to Parent a complete copy of each Regulatory Document filed with the SEC, howeverthe Federal Deposit Insurance Company (the "FDIC") or the New York State Banking Department after January 1, 1998, including a Form ADV for any Subsidiary of the Company that no representation is made a registered Investment Advisor (as defined in the Advisers Act (as hereinafter defined)), and will deliver to Parent promptly after the filing thereof a complete copy of each Regulatory Document filed with the SEC, the FDIC or the New York State Banking Department after the date hereof and prior to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange ActClosing Date. As of the date of this Agreement, there are There (i) is no outstanding or unresolved comments in comment letters received from the SEC staff violation with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, report or statement relating to the Company’s Knowledge, oral notice from the SEC that any examinations or inspections of the Company SEC Reports is the subject or any of its Subsidiaries by any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited Governmental Entity and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared no material disagreements or disputes with any Governmental Entity with respect to the business, operations, policies or procedures of the Company since January 1, 1998. (c) The Company has made available to Parent: (i) its Annual Reports to Shareholders for each of the fiscal years ended December 31, 1998 and 1999; (ii) unaudited financial statements as of and for the quarters ended March 31, June 30 and September 30, 2000; (iii) all definitive proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since January 1, 1998; and (iv) all other reports either filed by the Company with the SEC or distributed to shareholders since January 1, 1998 (each such reports, financial statements, proxy statements and other reports, together with the amendments thereto, the "COMPANY REPORTS"). None of such Company Reports contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in accordance order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company Reports complied as to form in all material respects with GAAP generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated in the notes thereto or, or in the case of unaudited statementsquarterly statements except for the absence of notes thereto), as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present and accurately reflected in all material respects accordance with GAAP the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein then ended (subject, in the case of the unaudited interim financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP). Since January 1, 20142000, to the Knowledge of the Companythere has not been any material change, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided application or is providing information to request for any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries normaterial change, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of by the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of accounting principles, methods or policies for financial accounting or Tax purposes, except for such employee described change required by Law, SEC regulation or generally applicable changes in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActGAAP.

Reports; Financial Statements. (a▇▇▇▇▇▇▇▇ is a reporting company under the Exchange Act and the shares of ▇▇▇▇▇▇▇▇ Common Stock are registered under Section 12(g) Since January 1of the Exchange Act. ▇▇▇▇▇▇▇▇ has made available to the Company, 2014through electronic filings on ▇▇▇▇▇, the Company has timely filed each registration statement, report, proxy statement or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished information statement prepared by it since June 30, 2000, including its Annual Report on Form 10-KSB for the years ended June 30, 2001 and June 30, 2002 and its Quarterly Reports on Form 10-QSB for the quarters ended since June 30, 2000, in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such registration statements, reports, proxy statements or information statements filed subsequent to the “Company SEC Agreement Date, its "Reports”"). Since June 30, 2000, ▇▇▇▇▇▇▇▇ has made all of which have complied as filings required to be made by the Securities Act and the Exchange Act. As of their respective filing dates ordates, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules Reports complied as to form with all applicable requirements and regulations of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) did not contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided, however, that no representation is made as to . The financial statements and any supporting schedules of ▇▇▇▇▇▇▇▇ and its Subsidiaries included or incorporated by reference in the accuracy ▇▇▇▇▇▇▇▇ Reports present fairly the consolidated financial position of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, ▇▇▇▇▇▇▇▇ and its Subsidiaries as of the date dates indicated and the consolidated results of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of their operations for the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. periods specified (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes notes and normal year-end audit adjustments) and (iv) complied as to form adjustments that will not be material in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined amount or effect), in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes each case in accordance with GAAPGAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2014, to To the Knowledge knowledge of the Companydirectors, neither the Company nor the Company’s auditor haveofficers, identified or been made aware employees and legal and accounting representatives of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither , except as disclosed on Schedule 4.5, as of the Company nor any Closing Date, no Person or group beneficially owns 10% or more of its Subsidiaries nor, to the Knowledge outstanding voting securities of the Company. As used in this Section 4.5, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms "beneficially owns" and conditions of employment because of any lawful act of "group" shall have the meanings ascribed to such employee described in Section 806 of terms under Rule 13d-3 and Rule 13d-5 under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed or furnished furnished, as applicable, on a timely basis all reports, schedules, forms, statements, prospectuses certifications, reports and other documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2013 (the “Company Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Company Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as . Each of the date Company SEC Reports, at the time of the last such amendment its filing or superseding filing made at least two (2) Business Days prior to the date hereofbeing furnished complied, or if not yet filed or furnished, will comply, in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, of 2002 (the rules and regulations of the SEC promulgated thereunder. 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 with respect Act”), and any rules and regulations promulgated thereunder applicable to any the Company SEC ReportReports. None As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company SEC Reports did not, and any of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofhereof will not, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in 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 filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (bii) The audited and unaudited Company’s consolidated financial statements (including, as applicablein each case, the related any notes thereto) of the Company included (or incorporated by reference) contained in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim consolidated financial statements, as permitted by Form 10-Q of the SECwhere information and footnotes contained in such financial statements are not required to be in compliance with GAAP), were or will be prepared from and in accordance with, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position books and records of the Company and its Subsidiaries as of their respective datesSubsidiaries, and in each case such consolidated financial statements fairly presented, in all material respects, the consolidated income, stockholders equityfinancial position, results of operations and changes in consolidated financial position or cash flows of the Company and the consolidated Subsidiaries of the Company as of the respective dates thereof and for the respective periods presented therein covered thereby (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments). (iii) The Company is in compliance with the applicable listing and (iv) complied as to form in all material respects with applicable accounting requirements and the published corporate governance rules and regulations of the SEC with respect theretoNASDAQ. (civ) The Company has designed maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company maintains a system of internal controls control over financial reporting (as defined in Rules 13a-15(f) of Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) sufficient to provide ). Such internal control over financial reporting is effective in providing reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, GAAP and includes policies and procedures that (i) pertain to the Knowledge maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, neither (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company nor are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s auditor haveassets that could have a material effect on its financial statements. (v) The Company has identified and disclosed, identified or been made aware based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s board of directors (iA) any existing “significant deficiencies” deficiencies or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the its internal control controls over financial reporting or that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. The Company has designed made available to Parent (i) a summary of any such disclosure made by management to the Company’s auditors and maintains disclosure controls audit committee since the Company Applicable Date and procedures (as defined in Rule 13a-15 ii) any material communication since the Company Applicable Date made by management or such Party’s auditors to the audit committee required or contemplated by the listing standards of NASDAQ, the audit committee’s charter or professional standards of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed Public Company Accounting Oversight Board. Since the Company Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from the Company’s employees regarding questionable accounting or auditing matters, have been received by the Company in to its Knowledge. The Company has made available to Parent a summary of all material complaints or concerns relating to other matters made since the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of Applicable Date through the Company, since January 1, 2014, no ’s whistleblower hot-line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing the Company or any of its Subsidiaries Subsidiaries, whether or not employed by the Company or any such Subsidiary, has provided or is providing information to any law enforcement agency regarding the reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any applicable Law of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the type described in board of directors or the board of directors pursuant to the rules adopted pursuant to Section 806 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct or any such policy contemplating such reporting, including in instances not required by those rules. (vi) The Company and its Subsidiaries have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2012 with (A) the Federal Reserve Board and (B) any other Regulatory Authority, as applicable, and all other material reports and statements required to be filed by it since December 31, 2012, including, without limitation, the rules and regulations of the FDIC, the CBNC or any other Regulatory Authority, as applicable, and has paid all fees and assessments due and payable in connection therewith. Neither As of their respective dates, such reports and statements complied in all material respects with all the Laws, rules and regulations of the applicable Regulatory Authority with which they were filed. Except for normal examinations conducted by a Regulatory Authority in the ordinary course of business of the Company nor and its Subsidiaries, no Regulatory Authority has initiated or has pending any of its Subsidiaries norproceeding or, to the Knowledge of the Company, any director, officer, employee investigation into the business or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee operations of the Company or any of its Subsidiaries since December 31, 2012. There (i) is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any report or statement relating to any examinations or inspections of the Company or any of its Subsidiaries and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Authority with respect to the business, operations, policies or procedures of the Company or any of its Subsidiaries since December 31, 2012. (vii) Except for those liabilities that are reflected or reserved against on the most recent consolidated balance sheet included in the terms Company SEC Reports, neither the Company nor any of its Subsidiaries has incurred any obligations or liabilities (whether or not accrued, contingent or otherwise and conditions whether or not required to be disclosed) other than in the ordinary and usual course of employment because business consistent with past practice since the date of such balance sheet (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby). (viii) Since December 31, 2013, (A) the Company and each of its Subsidiaries have conducted their businesses only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such businesses consistent with past practice and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 4.02 or otherwise) has had, or is reasonably likely to have, a Company Material Adverse Effect. (ix) Since December 31, 2013, there has not been (A) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any Subsidiary of the Company, whether or not covered by insurance, (B) any declaration, setting aside or payment of any lawful act of such employee described dividend or other distribution in Section 806 cash, stock or property in respect of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actcapital stock of the Company other than as set forth in the Company SEC Reports, (C) any change by the Company in accounting principles, practices or methods or (D) any increase in the compensation payable or that could become payable by the Company or any of its Subsidiaries to officers or key employees or any amendment of any of the Benefit Plans other than increases or amendments in the ordinary and usual course consistent with past practice.

Reports; Financial Statements. (a) Since January 1, 20142023, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses statements and other documents required by applicable Law to be filed or furnished by it with the SEC (as amended or supplemented since the time of filing, the “Company SEC Reports”), all of which have complied as of their respective filing dates (and, in the case of registration statements, as of the dates of effectiveness) or, if amended amended, supplemented or superseded by a subsequent filing, as of the date of the last such amendment amendment, supplement or superseding filing made at least two (2) Business Days prior to the date hereoffiling, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunderAct. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None As of their respective dates (or, to the extent that information contained in such Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if Report has been amended or superseded supplemented by a subsequent filinglater filed Company SEC Report prior to the date of this Agreement, as of the date of the last such amendment or superseding filing made at least two (2supplement) Business Days prior to none of the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contained any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As To the Knowledge of the date of this AgreementCompany, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any (i) none of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, SEC review and (ii) there are no SEC inquiries or investigations, other government inquiries or investigations by the SEC or material any internal investigations pending or threatened, in each case regarding any accounting practices of the CompanyCompany and its Subsidiary. None No current or former executive officer of the Company’s Subsidiaries is Company has failed to make the certifications required to file periodic reports with the SEC pursuant to of him or her under Rule 13a-14 or 15d-14 promulgated under the Exchange ActAct or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report since January 1, 2023. (b) The audited and unaudited consolidated financial statements (includingstatements, as applicable, including the related notes and schedules thereto) , of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are complied as to form in accordance with, all material respects with the applicable accounting requirements and accurately reflect the books applicable published rules and records regulations of the Company and its SubsidiariesSEC with respect thereto in effect at the time of such filing, (ii) have been prepared in accordance with GAAP (except as may be indicated described in the notes thereto to such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q of or any successor form under the SEC, the “Financial Statements”Exchange Act) applied on a consistent basis throughout the periods involved, involved and (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries Subsidiary as of their respective dates, and the consolidated income, stockholders stockholders’ equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations ). As of the date of this Agreement, the Company does not intend to correct or restate, and to the Knowledge of the Company, there is not any reasonable basis to correct or restate, any of the audited consolidated financial statements or unaudited interim financial statements (including, in each case, the notes, if any, thereto) of the Company filed in or furnished with the Company SEC with respect theretoReports. (c) The Company maintains, and at all times since January 1, 2023, has designed and maintains maintained, a system of internal controls control over financial reporting (as defined in Rules 13a-15(f) of Rule 13a-15 under the Exchange Act) sufficient which is designed to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiary; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Company Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company or its Subsidiary that could have a material effect on the financial statements. Since January 1Neither the Company, 2014nor, to the Knowledge of the Company, neither the Company nor the Company’s auditor haveindependent accountant, has identified or been made aware of (iA) any existing “significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the “internal control over financial reporting or reporting” that would be reasonably likely to adversely affect in any material way the Company’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s “internal controls control over financial reporting. .” The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2024, and, except as set forth in the Company SEC Reports filed prior to the date of this Agreement, that assessment concluded that those controls were effective. (d) The Company maintains and since January 1, 2023, has designed and maintains maintained “disclosure controls and procedures (procedures” as defined in and required by Rule 13a-15 of 13a-15(e) or 15d-15(e) under the Exchange Act) sufficient Act that are reasonably designed to provide reasonable assurance ensure that all information required to be disclosed by the Company in the Company SEC Reports Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsforms 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 enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (de) To the Knowledge The Company is in compliance in all material respects with all current listing and corporate governance requirements of the CompanyNASDAQ, since January 1and is in compliance in all material respects with all rules, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms regulations and conditions of employment because of any lawful act of such employee described in Section 806 requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Neither the Company nor its Subsidiary is a party to, or has entered into any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or its Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s audited financial statements or other Company SEC Reports). (g) Since January 1, 2023, there have not been any disagreements with the current or former independent accountants engaged as the principal accountants to audit the Company’s consolidated financial statements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if required to be disclosed in the Company SEC Reports pursuant to the published rules and regulations of the SEC applicable thereto, were not so disclosed in a timely manner.

Reports; Financial Statements. (a) Since January 1TetriDyn filed its quarterly report on Form 10-Q for the quarter ended June 30, 20142012, on August 20, 2012. During the Company has timely three years preceding such filing, TetriDyn had filed or furnished all forms, reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC SEC, including all quarterly reports on Form 10-Q, all annual reports on Form 10-K, all current reports on Form 8-K, and all other reports, schedules, registration statements, or other documents (collectively referred to as the “Company TetriDyn SEC Reports”), all of which except when the failure to file any such forms, reports, statements, or other documents would not have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of TetriDyn Material Adverse Effect. The TetriDyn SEC Reports were prepared in accordance with the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of applicable law (including the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andExchange Act, in each caseas the case may be, and the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect thereunder applicable to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company such TetriDyn SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, Reports) and did not at the time they were filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided. A copy of the SEC docket showing the TetriDyn SEC Reports, however, that no representation is made as linked to the accuracy of any financial projections or forwardactual filings, is available at h▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇-bin/browse-looking statements or the completeness of any information filed or furnished by the Company e▇▇▇▇?action=getcompany&CIK=0000827099&owner=exclude&count=40&hidefilings=0. TetriDyn is subject to the SEC solely for the purposes periodic reporting requirements of complying with Regulation FD promulgated under Section 15(d) of the Exchange Act. As Act and has no class of the date equity securities registered under Section 12 of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The Included in Schedule 4.07 of the TetriDyn Schedules are the unaudited balance sheet of TetriDyn as of December 31, 2014 (“TetriDyn’s Current Balance Sheet”), together with certain adjustments, on a pro forma basis, to reflect certain actions and agreements to be effected in accordance with this Agreement and separate agreements related to or affecting TetriDyn entered into and to be consummated contemporaneously herewith and of which the parties have knowledge. Schedule 4.07 also includes the Annual Report on Form 10-K for the year ended December 31, 2011, which contains the audited consolidated balance sheets of TetriDyn as of December 31, 2011, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2011 and 2010, including the notes thereto and the report of W▇▇▇ & Company, P.A., certified public accountants, thereon. TetriDyn’s Current Balance Sheet does not include note disclosures that are required under generally accepted accounting principles, but contains all adjustments (all of which are normal recurring adjustments) necessary to present fairly the results of operations and financial position of TetriDyn for the periods and as of the dates indicated. Except for the absence of note disclosures respecting TetriDyn’s Current Balance Sheet, all such audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) generally accepted accounting principles applied on a consistent basis throughout the periods involved, involved (iiiexcept: (a) to the extent required by changes in generally accepted accounting principles; and (b) as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries TetriDyn as of their the respective dates, dates thereof and the consolidated income, stockholders equity, results result of operations and changes in consolidated financial position or cash flows for the periods presented therein indicated (subject, in the case including reasonable estimates of the unaudited financial statements, to the absence of footnotes normal and normal recurring year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of ), except that any unaudited interim financial statements for external purposes in accordance with GAAP. Since January 1, 2014, were or will be subject to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed normal and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsrecurring year-end adjustments. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (ai) Since January 1, 20142003, the Company TEPPCO MLP has timely filed or furnished all forms, reports, schedules, forms, statements, prospectuses statements and other documents required by Law to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as any of the date of the last such amendment or superseding filing made at least two TEPPCO Partnership Group Entities under applicable securities statutes, regulations, policies and rules (2) Business Days prior to the date hereofcollectively, in all material respects together with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports other documents filed or furnished by the Company TEPPCO MLP with the SEC since January 1, 20142003 and prior to the Execution Date, including any financial statements or schedules included or incorporated by reference therein, the “TEPPCO SEC Reports”). The TEPPCO SEC Reports at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two furnished (2x) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) did not contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, contained therein not misleading in light of the circumstances under which they were made, not misleading; provided(y) complied in all material respects with the requirements of applicable Laws (including the Securities Act, however, that no representation is made as the Exchange Act and the rules and regulations thereunder) and (z) complied in all material respects with the then applicable accounting standards. The TEPPCO SEC Reports included all certificates required to the accuracy be included therein pursuant to Section 13a-14(a) and Section 13a-14(b) of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments Other than filings in comment letters received from the SEC staff connection with Rule 144A offerings with respect to the Company SEC Reports. As wholly owned subsidiaries of the date TEPPCO MLP, no subsidiary of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries TEPPCO MLP is required to file periodic reports with the SEC SEC, either pursuant to the requirements of the Exchange ActAct or by contract. (bii) The audited and unaudited consolidated financial statements (including, Attached as applicable, the related notes theretoSection 3.3(g)(ii) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records TEPPCO Disclosure Letter is a copy of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in draft of the notes thereto or, in the case of unaudited statements, as permitted by TEPPCO MLP Annual Report on Form 10-Q K for the year ended December 31, 2004, which draft was presented to the audit committee of the SECboard of directors of TEPPCO GP (the “Draft 10-K”). The Draft 10-K is substantially complete, the “Financial Statements”) applied on a consistent basis throughout appropriate officers of TEPPCO GP are prepared to sign the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented certificates required to be included therein (subject, in the case of the unaudited financial statements, pursuant to the absence of footnotes and normal year-end audit adjustmentsSection 13a-14(a) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(fSection 13a-14(b) of the Exchange Act) sufficient , management is prepared to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of deliver the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information report required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any Act of its Subsidiaries nor2002, and, to the Knowledge knowledge of DEFS, the outside auditors of TEPPCO MLP are prepared to sign their audit report and attestation to the internal control report included therein. (iii) Except for this Agreement and the TEPPCO Plans set forth in Section 3.3(g)(iii) of the CompanyTEPPCO Disclosure Letter, the exhibit list included in the Draft 10-K sets forth a true and complete list of (x) any contracts, agreements, documents and other instruments not yet filed by TEPPCO MLP with the SEC but that are currently in effect and that any of the TEPPCO Partnership Group Entities will be required to or expect to file with or furnish to the SEC as exhibits in an annual or periodic report after the Execution Date and (y) any amendments and modifications that have not been filed by TEPPCO MLP with the SEC but are currently in effect to all agreements, documents and other instruments that have been filed by any of the TEPPCO Partnership Group Entities with the SEC since January 1, 2003. All such exhibits have been made available to Enterprise, as requested. (iv) Attached as Section 3.3(g)(iv) of the TEPPCO Disclosure Letter are copies of the audited financial statements for the years ended December 31, 2001, 2002 and 2003 of TEPPCO GP (the “TEPPCO GP Financial Statements”). The consolidated financial statements (including, in each case, any directorrelated notes thereto) of TEPPCO MLP contained in any TEPPCO SEC Reports and in the Draft 10-K and the TEPPCO GP Financial Statements (x) have been prepared in accordance with GAAP (subject, officerin the case of unaudited financial statements, employee or agent to the absence of footnote disclosures required by GAAP), (y) complied in all material respects with the requirements of applicable securities Laws, and (z) fairly present, in all material respects, the consolidated financial positions, results of operations, cash flows, partners’ capital and comprehensive income and changes in accumulated other comprehensive income, as applicable, of the Company applicable TEPPCO Partnership Group Entities as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material. Except as disclosed on the TEPPCO MLP Balance Sheet or the TEPPCO GP Balance Sheet, none of the TEPPCO Partnership Group Entities has any indebtedness or liability, absolute or contingent, other than (A) in the case of TEPPCO MLP, liabilities as of December 31, 2004 that are not required by GAAP to be included in the TEPPCO MLP Balance Sheet, (B) in the case of TEPPCO GP, liabilities as of December 31, 2003 that are not required by GAAP to be included in the TEPPCO GP Balance Sheet, (C) liabilities incurred or accrued in the ordinary course of business consistent with past practice since December 31, 2004 in the case of TEPPCO MLP (or December 31, 2003, in the case of TEPPCO GP) and that are not material, individually or in the aggregate, or (D) liabilities disclosed in the Draft 10-K or any of its SubsidiariesTEPPCO SEC Reports filed since September 30, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act2004.

Reports; Financial Statements. (a) Since January 1, 2014, the The Company has timely filed or furnished all forms, reports, schedules, forms, statements, prospectuses certifications and other documents required to be filed or furnished by it with or to the SEC Securities and Exchange Commission (the “Company SEC ReportsSEC”)) since January 1, 2004, all of which have complied complied, as to form, as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, of 2002 and the rules and regulations of promulgated thereunder (the SEC promulgated thereunder. 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 ▇“S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC ReportAct”). None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffurnished, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy . No executive officer of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC solely for Report. The Company has made available to Parent true, correct and complete copies of all material written correspondence between the purposes SEC, on the one hand, and the Company and any of complying with Regulation FD promulgated under its Subsidiaries, on the Exchange Actother hand. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As To the knowledge of the date of this AgreementCompany, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any none of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries review or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Companyoutstanding SEC comment. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, including the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared fromReports, are in accordance withas amended or supplemented prior to the date of this Agreement, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders stockholders’ equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes normal and normal recurring year-end audit adjustments) and (iv) complied as adjustments that are not expected to form be material in all material respects with applicable accounting requirements and the published rules and regulations amount or effect). All of the SEC with respect theretoCompany’s Significant Subsidiaries are consolidated for accounting purposes. (c) The Company (i) has designed implemented and maintains a system disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company’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 Rules Rule 13a-15(f) of the Exchange Act) sufficient that would reasonably be expected to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor adversely affect the Company’s auditor haveability to record, identified or been made aware of process, summarize and report financial information and (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (iiB) 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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge knowledge of the Company, any director, officer, employee employee, auditor, accountant or agent representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in improper accounting or auditing practices. To the Company’s knowledge, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has dischargedreported evidence of a material violation of federal or state securities Laws, demoted breach of fiduciary duty or suspended an employee of similar violation by the Company or any of its Subsidiaries officers or directors to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (e) Except as disclosed in the terms and conditions Company SEC Reports filed prior to the date of employment because this Agreement, neither the Company nor any of its Subsidiaries has any liabilities of any lawful act of nature, whether accrued, absolute, fixed, contingent or otherwise (including as may be owing under indemnity or contribution arrangements), whether due or to become due, that would be required to be recorded or reflected on a balance sheet under GAAP that would, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole, other than such employee described in Section 806 liabilities (i) as and to the extent reflected or reserved against on the consolidated balance sheet of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany dated as of September 30, 2006 (including the notes thereto) included in the Company SEC Reports, (ii) that have been incurred in the ordinary course of business consistent with past practice since September 30, 2006 or (iii) incurred to the extent permitted by Section 5.1.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed or furnished furnished, as applicable, on a timely basis all reports, schedules, forms, statements, prospectuses certifications, reports and other documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2015 (the “Company Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Company Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as . Each of the date Company SEC Reports, at the time of the last such amendment its filing or superseding filing made at least two (2) Business Days prior to the date hereofbeing furnished complied, or if not yet filed or furnished, will comply, in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, of 2002 (the rules and regulations of the SEC promulgated thereunder. 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 with respect Act”), and any rules and regulations promulgated thereunder applicable to any the Company SEC ReportReports. None As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company SEC Reports did not, and any of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofhereof will not, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in 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 filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (bii) The audited and unaudited Company’s consolidated financial statements (including, as applicablein each case, the related any notes thereto) of the Company included (or incorporated by reference) contained in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been were or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim consolidated financial statements, as permitted by Form 10-Q of the SECwhere information and footnotes contained in such financial statements are not required to be in compliance with GAAP), were or will be prepared from and in accordance with, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position books and records of the Company and its Subsidiaries as of their respective datesSubsidiaries, and in each case such consolidated financial statements fairly presented, in all material respects, the consolidated income, stockholders equityfinancial position, results of operations and changes in consolidated financial position or cash flows of the Company and the consolidated Subsidiaries of the Company as of the respective dates thereof and for the respective periods presented therein covered thereby (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments). (iii) The Company is in compliance with the applicable listing and (iv) complied as to form in all material respects with applicable accounting requirements and the published corporate governance rules and regulations of the SEC with respect theretoNASDAQ. (civ) The Company has designed maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. The Company maintains a system of internal controls control over financial reporting (as defined in Rules 13a-15(f) of Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) sufficient to provide ). Such internal control over financial reporting is effective in providing reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, GAAP and includes policies and procedures that (i) pertain to the Knowledge maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, neither (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company nor are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s auditor haveassets that could have a material effect on its financial statements. (v) The Company has identified and disclosed, identified or been made aware based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s board of directors (iA) any existing “significant deficiencies” deficiencies or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the its internal control controls over financial reporting or that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. The Company has designed made available to Parent (i) a summary of any such disclosure made by management to the Company’s auditors and maintains disclosure controls audit committee since the Company Applicable Date and procedures (as defined in Rule 13a-15 ii) any material communication since the Company Applicable Date made by management or such Party’s auditors to the audit committee required or contemplated by the listing standards of NASDAQ, the audit committee’s charter or professional standards of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed Public Company Accounting Oversight Board. Since the Company Applicable Date, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from the Company’s employees regarding questionable accounting or auditing matters, have been received by the Company in to its Knowledge. The Company has made available to Parent a summary of all material complaints or concerns relating to other matters made since the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of Applicable Date through the Company, since January 1, 2014, no ’s whistleblower hot-line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing the Company or any of its Subsidiaries Subsidiaries, whether or not employed by the Company or any such Subsidiary, has provided or is providing information to any law enforcement agency regarding the reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any applicable Law of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the type described in board of directors or the board of directors pursuant to the rules adopted pursuant to Section 806 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct or any such policy contemplating such reporting, including in instances not required by those rules. (vi) The Company and its Subsidiaries have timely filed all reports and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2014 with (A) the Federal Reserve Board and (B) any other Regulatory Authority, as applicable, and all other material reports and statements required to be filed by it since December 31, 2014, including the rules and regulations of the FDIC, the CDBO or any other Regulatory Authority, as applicable, and has paid all fees and assessments due and payable in connection therewith. Neither As of their respective dates, such reports and statements complied in all material respects with all the Laws, rules and regulations of the applicable Regulatory Authority with which they were filed. Except for normal examinations conducted by a Regulatory Authority in the ordinary course of business of the Company nor and its Subsidiaries, no Regulatory Authority has initiated or has pending any of its Subsidiaries norproceeding or, to the Knowledge of the Company, any director, officer, employee investigation into the business or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee operations of the Company or any of its Subsidiaries since December 31, 2014. There (i) is no unresolved violation, criticism, or exception by any Regulatory Authority with respect to any report or statement relating to any examinations or inspections of the Company or any of its Subsidiaries and (ii) has been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Authority with respect to the business, operations, policies or procedures of the Company or any of its Subsidiaries since December 31, 2014. (vii) Except for those liabilities that are reflected or reserved against on the most recent consolidated balance sheet included in the terms Company SEC Reports, neither the Company nor any of its Subsidiaries has incurred any obligations or liabilities (whether or not accrued, contingent or otherwise and conditions whether or not required to be disclosed) other than in the ordinary and usual course of employment because business consistent with past practice since the date of such balance sheet (excluding the incurrence of expenses related to this Agreement and the transactions contemplated hereby). (viii) Since December 31, 2014, (A) the Company and each of its Subsidiaries have conducted their businesses only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such businesses consistent with past practice and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 4.02 or otherwise) has had, or is reasonably likely to have, a Company Material Adverse Effect. (ix) Since December 31, 2014, there has not been (A) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any Subsidiary of the Company, whether or not covered by insurance, (B) any declaration, setting aside or payment of any lawful act of such employee described dividend or other distribution in Section 806 cash, stock or property in respect of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actcapital stock of the Company other than as set forth in the Company SEC Reports, (C) any change by the Company in accounting principles, practices or methods or (D) any increase in the compensation payable or that could become payable by the Company or any of its Subsidiaries to officers or key employees or any amendment of any of the Benefit Plans other than increases or amendments in the ordinary and usual course consistent with past practice.

Reports; Financial Statements. (a) Since January May 1, 20141995, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it with (i) the SEC Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Company SEC Reports”), "1934 Act") (all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days foregoing filed prior to the date hereofhereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to as the "SEC Documents") and (ii) any other applicable state securities authorities. The Company has delivered to Buyer true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents, including all SEC Documents filed after the date of this Agreement and prior to the Closing Date, were or will be prepared in all material respects in accordance with all applicable the requirements of the Securities Act, the Exchange 1934 Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer thereunder applicable to the SEC Documents, and none 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference thereinDocuments, at the time they were or will be filed or, if amended or superseded by a subsequent filing, as of with the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofSEC, contained (or, with respect to Company SEC Reports filed after the date hereof, or will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, or will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results financial statements of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, Company included in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) SEC Documents complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of . Such financial statements for external purposes have been or will be prepared in accordance with GAAP. Since January 1generally accepted accounting principles, 2014consistently applied, to during the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of periods involved (except (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.may be

Reports; Financial Statements. (ai) Since January 1The Company has filed or furnished, 2014as applicable, (A) its annual report on Form 10-K for the fiscal year ended December 31, 2015, (B) its quarterly report on Form 10-Q for its fiscal quarter ended March 31, 2016, (C) its proxy statement relating to the annual meeting of the stockholders of the Company has timely filed or furnished held in 2016 and (D) all other forms, reports, schedules, forms, statements, prospectuses schedules and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since December 31, 2015 (collectively, the “"Company SEC Reports”"). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. (ii) Each of the consolidated balance sheets, howeverand the related consolidated statements of income, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by changes in stockholders' equity and cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. Act (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders' equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of unaudited financial statements except for the absence of footnote disclosure, and (ivD) complied as to form otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (ai) Since January 1The Company has filed or furnished, 2014as applicable, (A) its annual report on Form 10-K for the fiscal year ended ▇▇▇▇▇ ▇, ▇▇▇▇, (▇) its quarterly reports on Form 10-Q for its fiscal quarters ended July 3, 2015 and October 2, 2015, (C) its proxy statement relating to the annual meeting of the stockholders of the Company has timely filed or furnished held in 2015 and (D) all other forms, reports, schedules, forms, statements, prospectuses schedules and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since April 3, 2015 (collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two amendment, no Company Report (2including, for purposes of this sentence, the Draft 10-Q) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. (ii) Each of the consolidated balance sheets, howeverand the related consolidated statements of income, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by changes in stockholders’ equity and cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited Act and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports Draft 10-Q (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of unaudited financial statements except for the absence of footnote disclosure, and (ivD) complied as to form otherwise comply in all material respects with applicable accounting the requirements and of the published rules and regulations SEC, in each case subject to the restatement of such financial statements to reflect subsequently discontinued operations in accordance with SFAS 144 [ASC 205-20], as contemplated by Topic 13 of the Financial Reporting Manual prepared by the staff of the Division of Corporation Finance of the SEC with respect thereto. (c) The Company has designed and maintains as a system of internal controls over financial reporting (as defined in Rules 13a-15(f) result of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge sale of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves information management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsbusiness. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (ai) Since January 1, 2014, the Company EchoStar has timely filed or furnished furnished, as applicable, on a timely basis all reports, schedules, material forms, statements, prospectuses reports and other documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since December 31, 2016 (the “Company SEC Applicable Date”) (such forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “EchoStar Reports”). Each of the EchoStar Reports, all at the time of which have complied as of their respective its filing dates or being furnished (or, if amended or superseded by a subsequent filingprior to the date of this Agreement, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (ivamendment) complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations of the SEC with respect theretoExchange Act. (cii) The Company has designed Each of the consolidated balance sheets included in or incorporated by reference into the EchoStar Reports (including the related notes and maintains a system schedules), fairly presents the consolidated financial position of internal controls over financial reporting EchoStar and its consolidated Subsidiaries as of the dates thereof and each of the consolidated statements of operations and comprehensive income (loss), changes in stockholders’ or shareholder’s equity and cash flows included in or incorporated by reference into the EchoStar Reports (including any related notes and schedules), fairly presents the results of operations and cash flows of EchoStar and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments and lack of footnote disclosure), in each case in accordance with GAAP consistently applied during the periods involved, except as defined in Rules 13a-15(f) of may be noted therein or may be permitted by the SEC under the Exchange Act. (iii) sufficient The financial information in the EchoStar Reports with respect to provide reasonable assurances regarding the reliability ESS segment of financial reporting EchoStar (A) was derived from the books and the preparation records of financial statements for external purposes EchoStar and its Subsidiaries; (B) was prepared in good faith in accordance with GAAP. Since January 1GAAP consistently applied during the periods involved (except for goodwill and certain other assets and liabilities as may be noted therein); and (C) is materially representative of the historical financial position of the ESS segment, 2014, and the management of EchoStar did not knowingly fail to take into account any material information in preparing the financial information in the EchoStar Reports with respect to the Knowledge ESS segment of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsEchoStar. (div) To the Knowledge There are no obligations or liabilities of the Company, since January 1, 2014, no employee of the Company EchoStar or any of its Subsidiaries has provided primarily arising from or is providing information resulting from the operation of the BSS Business or the ownership of the Transferred Assets, whether or not accrued, contingent or otherwise and whether or not required to be disclosed or any law enforcement agency regarding other facts or circumstances which could reasonably be expected to result in any claims against, or obligations or liabilities of, the BSS Business, except for (x) future executory liabilities arising under any BSS Business Contract (other than as a result of breach of contract, tort, infringement or violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries norApplicable Law) or (y) those that have not had and would not reasonably be expected to have, to the Knowledge of the Company, any director, officer, employee individually or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actaggregate, a Material Adverse Effect.

Reports; Financial Statements. (a) Since January 1, 2014, the The Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by is a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, reporting company under the Exchange Act and the shares of the Company's common stock are registered under Section 12(g) of the Exchange Act. The Company has made available to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. 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 through electronic filings on ▇▇▇▇▇▇▇▇, each registration statement, report, proxy statement or information statement prepared by it since December 31, 2000, including its Annual Report on Form 10-▇▇▇▇▇ Act with respect to KSB for the year ended December 31, 2001 and its Quarterly Reports on Form 10-QSB for the quarters ended since December 31, 2000, in the form (including exhibits, annexes and any Company SEC Report. None of the Company SEC Reports amendments thereto) filed or furnished by the Company with the SEC since January 1, 2014Securities and Exchange Commission (the "SEC") (collectively, including any financial such registration statements, reports, proxy statements or schedules included or incorporated by reference therein, at the time information statements filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofAgreement Date, contained its "Reports"). Since June 30, 2000, the Company has made all filings required to be made by the Securities Act of 1933, or any successor law, and the rules and regulations issued pursuant thereto (orthe "Securities Act"), and the Exchange Act. As of their respective dates, the Company's Reports complied as to form with respect to Company SEC Reports filed after the date hereof, will contain) all applicable requirements and did not contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in 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 filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records any supporting schedules of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated Subsidiaries included or incorporated by reference in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) Company's Reports present fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, the dates indicated and the consolidated income, stockholders equity, results of their operations and changes in consolidated financial position or cash flows for the periods presented therein specified (subject, in the case of the unaudited financial statements, to the absence of footnotes notes and normal year-end audit adjustments) and (iv) complied as to form adjustments that will not be material in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined amount or effect), in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes each case in accordance with GAAP. Since January 1, 2014, to the Knowledge generally accepted accounting principles of the CompanyUnited States consistently applied ("GAAP") during the periods involved, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (except as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to may be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsnoted therein. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed or furnished furnished, as applicable all forms, reports, schedules, forms, statements, prospectuses and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act since February 1, 2021 (collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Exchange Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two amendment, no Company Report (2) Business Days prior including for purposes of this sentence, the Draft 10-K to the date hereof, Knowledge of the Company) contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in 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 filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreementhereof, the Company has not received any written oris a WKSI eligible to file a Registration Statement on Form S-3 under the Securities Act. (ii) Each of the consolidated balance sheets, to and the Company’s Knowledgerelated consolidated statements of income, oral notice from changes in stockholders’ equity and cash flows, included in the Company Reports filed with the SEC that any under the Exchange Act (including for purposes of this sentence, the Company SEC Reports is the subject of any ongoing investigation. To Draft 10-K to the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. ): (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein (set forth, subject, in the case of the any unaudited financial statements, to the absence of footnotes and normal recurring year-end audit adjustments, (C) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the notes thereto, and in the case of unaudited financial statements except for the absence of footnote disclosure, and (ivD) complied as to form otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (a) Since January June 1, 20141997, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses reports and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”)SEC, all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished filings made by the Company with the SEC since January 1, 2014such date and prior to the date hereof (the "Company SEC Reports"), including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffiled, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”"GAAP") applied on a consistent basis throughout the periods involved, (iii) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders stockholders' equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (therein, except as specifically provided in the notes thereto and subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as , none of which were, or are anticipated to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretobe, material. (c) The Company has designed and maintains a system of internal controls over Except as reflected or reserved against or disclosed in the financial reporting (as defined in Rules 13a-15(f) statements of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company included in the Company SEC Reports that it files or submits under the Exchange Act is recordedReports, processed, summarized and reported within the time periods specified except as incurred in the SEC’s rules and forms. (d) To ordinary course of business consistent with past practice since May 31, 2000 or in connection with the Knowledge of the Companytransactions contemplated hereby, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither neither the Company nor any of its Subsidiaries norhas any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, whether due or to the Knowledge of the Companybecome due and whether or not required to be recorded or reflected on a balance sheet under GAAP. Since May 31, any director2000, officer, employee or agent of neither the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or nor any of its Subsidiaries has incurred any liabilities other than liabilities that (i) have been incurred in the terms ordinary course of business consistent with past practice or in connection with the transactions contemplated hereby and conditions of employment because of any lawful act of such employee described (ii) have not had and are not reasonably likely to have, individually or in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actaggregate, a Material Adverse Effect.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely made available to Buyer each registration statement, report, proxy statement or information statement prepared by it since December 31, 2010 filed with or furnished to the SEC, including (x) its Annual Report on Form 10-K for the year ended December 31, 2010, and (y) its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, each in the form (including exhibits, annexes and any amendments thereto) filed with or furnished to the SEC. The Company has filed or furnished furnished, as applicable, all reports, schedules, forms, statements, prospectuses statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed or furnished furnished, as applicable, by it with the SEC Company since and including January 1, 2009 (the “Company SEC ReportsApplicable Date”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of under the Securities Act, the Exchange Act Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, of 2002 (including the rules and regulations promulgated thereunder, “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents, together with any documents and information incorporated therein by reference and together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company Reports”). As of each of its respective effective dates (in the case of Company Reports that are registration statements filed pursuant to the Securities Act) and each of its respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company Report complied as to form in all material respects with the applicable requirements of the SEC promulgated thereunder. No executive officer Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, each as in effect on the date such Company Report was filed or effective, and (b) each Company Report did not contain any untrue statement of the Company has failed a material fact or omit to state any material fact necessary in any respect order to make the certifications statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (ii) Since the enactment of him or her under Section 302 or 906 the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Company, and to the Company’s Knowledge, each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NASDAQ. (iii) The Company has not received notice in writing from the SEC that either the Company itself or any Company SEC Report. None of the Company SEC Reports filed or furnished is the subject of any ongoing review by the Company with the SEC since January 1, 2014or of any outstanding SEC investigation (whether formal or informal, including any financial statements or schedules included or incorporated by reference thereinbut not limited to a voluntary document request), at the time filed or, if amended or superseded by a subsequent filing, and as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is Reports. The Company has made available to Buyer correct and complete copies of all material correspondence between the subject SEC, on the one hand, and the Company and any of any ongoing investigation. To its Subsidiaries, on the Knowledge other hand, occurring since the Applicable Date and prior to the date hereof. (iv) The principal executive officer of the CompanyCompany and the principal financial officer of the Company (or each former such officer) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Sections 302 and 906 with respect to the Company Reports, and the statements contained in such certifications were true and accurate as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Companysuch certifications were made. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of “internal controls control over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient as required under Rules 13a-15(a) and 15d-15(a) under the Exchange Act, is in compliance in all material respects with such system and such system is designed to provide reasonable assurances assurance (A) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to (B) that transactions of the Knowledge Company are being made only in accordance with the authorization of management and directors of the Company, neither (C) that access to properties and assets of the Company nor and its Subsidiaries is permitted only in accordance with management’s authorization and (D) that the Company’s auditor haveand its Subsidiaries’ control accounts (including their cash accounts) are reconciled with the Company’s and its Subsidiaries’ subsidiary ledgers at regular intervals and appropriate actions are taken with respect to any differences. The Company and its Subsidiaries maintain and keep in all material respects books, identified or been made aware records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of (i) any existing the assets of the Company. The “significant deficiencies” or “material weaknessesdisclosure controls and procedures” (as defined by the Public Company Accounting Oversight Boardin Rules 13a-15(e) not otherwise remedied in the design or operation of the internal control over financial reporting or (iiand 15d-15(e) 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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient of the Company comply with Rules 13a-15(a) and 15d-15(a) under the Exchange Act and are designed to provide reasonable assurance ensure that all information relating to the Company and its Subsidiaries required to be disclosed by the Company in the Company SEC Reports reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To forms and is accumulated and communicated to the Knowledge appropriate members of Company’s management, including the Company, since January 1, 2014, no employee principal executive officer and principal financial officer of the Company as appropriate to allow timely decisions regarding timely disclosure. Since the Applicable Date, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Board of Directors of the Company (1) all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls and the Company has provided to Buyer copies of any non-privileged written materials in its possession relating to each of the foregoing. The Company has made available to Buyer all such disclosures made by management to the Company’s auditors and audit committee since the Applicable Date. Since the enactment of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither the Company nor any of its Subsidiaries has provided made or is providing information permitted to remain outstanding any law enforcement agency regarding “extensions of credit” (within the violation meaning of any applicable Law of the type described in Section 806 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither ) or prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (v) Since the Applicable Date through the date of this Agreement, (i) neither the Company nor any of its Subsidiaries, nor any director or executive officer of the Company or any of its Subsidiaries norhas, and, to the Knowledge of the Company, any director, no other officer, employee or agent accountant of the Company or any of its Subsidiaries has, received any material complaint, allegation, assertion or claim, in writing (or, to the Knowledge of the Company, orally) that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has dischargedreported evidence of a material violation of securities Laws, demoted breach of fiduciary duty or suspended an employee similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (vi) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K under the Securities Act)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the terms Company’s consolidated financial statements. (vii) Each of the financial statements (including the related notes) of the Company included in the Company Reports complied at the time it was filed as to form in all material respects with the applicable accounting requirements and conditions the published rules and regulations of employment because the SEC with respect thereto in effect at the time of filing, has been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (viii) The Company has made available to Buyer a complete and correct copy of any lawful act of such employee described in Section 806 of amendments or modifications to any agreements, reports or schedules which previously had been filed by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Company with the SEC pursuant to the Securities Act or the Exchange Act, which amendments or modifications have not yet been filed with the SEC but which are required to be filed.

Reports; Financial Statements. (a) Since The Company has made available to Buyer a correct and complete copy of each report, schedule, registration statement and definitive proxy statement or other documents filed by the Company with the SEC on or after January 1, 2014, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC 2014 (the “Company SEC Reports”), which are all of which have complied as of their respective filing dates orthe forms, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior reports and documents required to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports be filed or furnished by the Company with the SEC since January 1such date. As of their respective dates, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after (x) complied as to form in all material respects with the date hereofrequirements of the Securities Act or the Securities Exchange Act, will containas the case may be, and (y) did not contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, as applicablein each case, the related notes notes, if any, thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (the “Financial Statements”) (i) have been prepared from, are complied as to form in accordance with, all material respects with the published rules and accurately reflect the books and records regulations of the Company and its SubsidiariesSEC with respect thereto, (ii) have been were prepared in accordance with GAAP generally accepted accounting principles of the United States (“GAAP”), applied on a consistent basis during the periods involved (except as may be indicated therein in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involvedthereto), (iii) fairly present (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company and the Subsidiaries taken as a whole) and the absence of complete footnotes) in all material respects the consolidated financial position of the Company and its the Subsidiaries as of their at the respective dates, dates thereof and the consolidated income, stockholders equity, results of their operations and changes in consolidated financial position or cash flows for the respective periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) then ended and (iv) complied as to form were compiled from, and are consistent with, the books and records of the Company, which books and records are accurate and complete in all material respects with applicable accounting requirements and the published rules and regulations respects. The Subsidiaries are treated as consolidated subsidiaries of the SEC with respect theretoCompany in the Financial Statements for all periods covered thereby. (cb) The Company has designed and maintains the Subsidiaries have established and maintain a system of “internal controls over financial reporting reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act) sufficient that are designed to provide reasonable assurances assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Company and the 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 Subsidiaries’ assets that could have a material effect on the Company’s financial statements. (c) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act) are 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 Securities 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 Securities Exchange Act with respect to such reports. Since January 1The Company has disclosed, 2014based on its most recent evaluation of such disclosure controls and procedures, to the Knowledge Company’s auditors and the audit committee of the Company, neither Company Board and in Section 2.4(c) of the Company nor the Company’s auditor have, identified or been made aware of Disclosure Schedule (i) any existing “significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the internal control controls over financial reporting or that could 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 For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company has designed and maintains disclosure controls and procedures (Accounting Oversight Board Auditing Standard 2, as defined in Rule 13a-15 of effect on the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsdate hereof. (d) To Neither the Knowledge Company nor the Subsidiaries are a party to, or have any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and the 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 Securities Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company or the Subsidiaries in the Company’s or the Subsidiaries’ published financial statements or other Company SEC Reports. (e) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, since January 1, 2014, no employee as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Securities Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company or any SEC Reports. For purposes of its Subsidiaries has provided or is providing information this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to any law enforcement agency regarding the violation of any applicable Law of the type described such terms in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its the Subsidiaries nor, to have outstanding (nor have arranged or modified since the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or executive officers (as defined in Rule 3b-7 under the Securities Exchange Act) of the Company or the Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and corporate governance rules of the NYSE MKT, except for any non-compliance that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Reports; Financial Statements. (a) Since January 1, 20142022, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it with the SEC (as amended or supplemented since the time of filing, the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended amended, supplemented or superseded by a subsequent filing, as of the date of the last such amendment amendment, supplement or superseding filing made at least two (2) Business Days prior to the date hereoffiling, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andAct. Since January 1, in each case2022, the rules and regulations of the SEC promulgated thereunder. No no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None As of their respective dates (to the extent that information contained in such Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if Report has been amended or superseded supplemented by a subsequent filinglater filed Company SEC Report prior to the date of this Agreement, as of the date of the last such amendment or superseding filing made at least two (2supplement) Business Days prior to none of the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereofsince January 1, will contain) 2022 contained any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (includingstatements, as applicable, including the related notes and schedules thereto) , of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are complied as to form in accordance with, all material respects with the applicable accounting requirements and accurately reflect the books applicable published rules and records regulations of the Company and its SubsidiariesSEC with respect thereto in effect at the time of such filing, (ii) have been prepared in accordance with GAAP (except as may be indicated described in the notes thereto to such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q of or any successor form under the SEC, the “Financial Statements”Exchange Act) applied on a consistent basis throughout the periods involved, and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein therein, in each case, in conformity with GAAP (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto). (c) The Company has designed and maintains its Subsidiaries maintain, and at all times since January 1, 2022, have maintained, a system of internal controls control over financial reporting (as defined in Rules 13a-15(f) of Rule 13a-15 under the Exchange Act) sufficient which is designed to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, and includes those policies and procedures that: (i) pertain to the Knowledge maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Company Board, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company or its Subsidiaries that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company, neither the Company nor the Company’s auditor have, identified or been made aware and its Subsidiaries’ system of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraudin compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, whether or not material2022, and, except as set forth in the Company SEC Reports filed prior to the date of this Agreement, that involves management or other employees who have a significant role in the Company’s internal assessment concluded that those controls over financial reporting. were effective. (d) The Company has designed and maintains its Subsidiaries maintain and since January 1, 2022, have maintained “disclosure controls and procedures (procedures” as defined in and required by Rule 13a-15 of or 15d-15 under the Exchange Act) sufficient Act that are reasonably designed to provide reasonable assurance ensure that all information required to be disclosed by the Company in the Company SEC Reports Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsforms 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 enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (de) To Except for matters resolved prior to the Knowledge of the Companydate hereof, since January 1, 2014, no employee 2022 (i) none of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries their respective directors or officers, nor, to the Knowledge of the Company, any directorof their respective employees, officerauditors, employee accountants or agent other Representatives, has received or otherwise had or obtained knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or Company, any of its SubsidiariesSubsidiaries or their respective internal accounting controls, has dischargedincluding any written complaint, demoted allegation, assertion or suspended an employee of claim that the Company or any of its Subsidiaries has engaged in improper accounting or auditing practices, except as would not, individually or in the terms and conditions of employment because of any lawful act of such employee described in Section 806 aggregate, reasonably be expected to be material to the preparation or accuracy of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany’s financial statements and (ii) neither the Company nor any of its Subsidiaries has had any “material weakness” or “significant deficiency” that has not been resolved to the satisfaction of the Company’s auditors.

Reports; Financial Statements. (a) Since January 1, 20142006, each of the Company and Claymont Steel, Inc. (“OpCo”) has timely filed or furnished all reports, schedules, forms, statements, prospectuses reports and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”)SEC, all of which have complied as to form, as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company or OpCo has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Oxley Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act”) with respect to any Company SEC Report. None Except to the extent amended or superseded by a subsequent filing with the SEC that was filed prior to the date of this Agreement, as of their respective dates (and if so amended or superseded, then as of the Company SEC Reports date of such subsequent filing), none of the reports, schedules, forms, statements and other documents filed or furnished by the Company with the SEC since January 1, 20142006 (the “Company SEC Reports”) and prior to the date hereof, whether or not required under applicable laws, rules and regulations and including any registration statement filed by the Company or OpCo under the Securities Act, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffiled, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, including the related notes thereto) of the Company included (or incorporated by reference) and OpCo, as applicable, contained in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial StatementsGAAP”) applied on a consistent basis throughout the periods involvedinvolved (except (i) as may be indicated in the notes thereto, (ii) to the extent required by changes in GAAP, and (iii) in the case of unaudited financial statements, normal recurring year-end audit adjustments and as permitted by Form 10-Q promulgated by the SEC), and fairly present in all material respects the consolidated financial position of the Company or OpCo, as applicable, and its their respective Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case therein. All of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable Company’s Subsidiaries are consolidated for accounting requirements and the published rules and regulations of the SEC with respect theretopurposes. (c) The Company has designed and maintains its Subsidiaries have implemented and maintain a system of internal accounting controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to evaluate and provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, 2014including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Knowledge Company’s outside auditors and the audit committee of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of Board (iA) any existing “all significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the internal control controls over financial reporting or (iias defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed A true, correct and maintains disclosure controls and procedures (as defined in Rule 13a-15 complete summary of the Exchange Act) sufficient any such disclosures made by management to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, ’s auditors and audit committee since January 1, 20142006, no employee is set forth in Section 4.05(c) of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law Disclosure Letter. As of the type described in date hereof, to the Company’s knowledge, the Company’s Chief Executive Officer and Chief Financial Officer will be able to give the certifications required pursuant to the rules and regulations adopted pursuant to Section 806 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither , without qualifications, when due. (d) Since January 1, 2006, (i) none of the Company nor any of Company, its Subsidiaries norand, to the Knowledge knowledge of the Company, any director, officer, employee auditor or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee accountant of the Company or any of its Subsidiaries has received any material complaint, allegation, assertion or claim, in writing, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or executive officer of the Company. (e) Neither the Company nor any of its Subsidiaries has any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, whether due or to become due and required to be recorded or reflected on a balance sheet or in the terms and conditions of employment because of any lawful act of notes thereto under GAAP, other than such employee described liabilities (i) reflected or accrued or reserved against in Section 806 the financial statements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany included in the Company SEC Reports filed and available prior to the date hereof or reflected in the notes thereto, or (ii) incurred in the ordinary course of business consistent with past practice since December 31, 2006, that have not had and would not, individually or in the aggregate with all other liabilities of the Company and its Subsidiaries, reasonably be expected to have, a Material Adverse Effect, or incurred in connection with the transactions contemplated or expressly permitted by this Agreement.

Reports; Financial Statements. (a) Since January 1, 2014, the The Company has timely filed or furnished all required reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it (including exhibits and all other information incorporated therein) with the SEC since January 1, 2000 (the “"Company SEC Reports”Documents"), all of which have complied as . As of their respective filing dates oror if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed or if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. 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 with respect to any as supplemented by subsequently filed Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2Documents) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy . The financial statements of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments included in comment letters received from the SEC staff with respect to the Company SEC Reports. As Documents comply as to form, as of the date their respective dates of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from filing with the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Companyor if amended, as of the date of this Agreementthe last such amendment, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes , have been prepared in accordance with GAAP. Since January 1generally accepted accounting principles (except, 2014in the case of unaudited statements, to the Knowledge as permitted by Form 10-Q of the Company, neither SEC) applied on a consistent basis during the Company nor the Company’s auditor have, identified or been made aware of periods involved (i) any existing “significant deficiencies” or “material weaknesses” (except as defined by the Public Company Accounting Oversight Board) not otherwise remedied may be indicated in the design or operation of notes thereto) and fairly present in all material respects the internal control over consolidated financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee position of the Company or any of and its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law consolidated subsidiaries as of the type described dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in Section 806 the case of unaudited statements, to normal recurring year-end audit adjustments). Except (A) as reasonably reflected in such financial statements or in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither notes thereto, (B) for liabilities incurred in connection with this Agreement or the Transactions, a reasonable estimate of which has been disclosed to Parent by Company, or (C) for liabilities incurred in the ordinary course of business since the respective dates of such financial statements, neither the Company nor any of its Subsidiaries norsubsidiaries has any undisclosed liabilities or obligations of any nature, whether accrued, absolute or contingent, required by GAAP to be reflected on a balance sheet or disclosed in the Knowledge of notes thereto, which would have, individually or in the aggregate, a material adverse effect on the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (ai) Since January 1, 2014, the Company DISH has timely filed or furnished furnished, as applicable, on a timely basis all reports, schedules, material forms, statements, prospectuses reports and other documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (such forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company SEC DISH Reports”). Each of the DISH Reports, all at the time of which have complied as of their respective its filing dates or being furnished (or, if amended or superseded by a subsequent filingprior to the date of this Agreement, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (ivamendment) complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations of the SEC with respect theretoExchange Act. (cii) The Company has designed Each of the consolidated balance sheets included in or incorporated by reference into the DISH Reports (including the related notes and maintains a system schedules), fairly presents the consolidated financial position of internal controls over financial reporting DISH and its consolidated Subsidiaries as of the dates thereof and each of the consolidated statements of operations and comprehensive income (loss), changes in stockholders’ or shareholder’s equity and cash flows included in or incorporated by reference into the DISH Reports (including any related notes and schedules), fairly presents the results of operations and cash flows of DISH and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments and lack of footnote disclosure), in each case in accordance with GAAP consistently applied during the periods involved, except as defined in Rules 13a-15(f) of may be noted therein or may be permitted by the SEC under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (diii) To the Knowledge There are no obligations or liabilities of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company DISH or any of its Subsidiaries, has dischargedwhether or not accrued, demoted contingent or suspended an employee of otherwise and whether or not required to be disclosed or any other facts or circumstances which could reasonably be expected to result in any claims against, or obligations or liabilities of, DISH or its Subsidiaries except for (x) those liabilities set forth in the Company consolidated balance sheets included in or incorporated by reference into the DISH Reports, (y) future executory liabilities arising under any Contract binding upon DISH or any of its Subsidiaries (other than as a result of breach of contract, tort, infringement or violation of Applicable Law) or (z) those that have not had and would not reasonably be expected to have, individually or in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actaggregate, a Material Adverse Effect.

Reports; Financial Statements. (a) Since January December 1, 20142003, the Company has timely filed or furnished with the U.S. Securities and Exchange Commission (“SEC”) all forms, reports, schedules, forms, proxy statements, prospectuses registration statements and other documents required to be filed or furnished by it with (as such reports, schedules, forms, statements and documents have been amended since the SEC (time of their filing, collectively, the “Company SEC Reports”), all of which have complied as . As of their respective filing dates ordates, or if amended or superseded by a subsequent filingprior to the date of this Agreement, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to amendment, all of the date hereof, Company SEC Reports complied in all material respects with all applicable requirements of the Securities Exchange Act, the Exchange U.S. Securities Act of 1933, as amended (the “Securities Act”), and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andof 2002 (“SOX”) as the case may be, in each case, and the applicable rules and regulations of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed orfiled, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofso amended, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared fromReports, are in accordance withas so amended, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles (“U.S. GAAP”) (except in the case of unaudited statements, as otherwise permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”thereto) applied on a consistent basis throughout the periods involved, (iii) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations consolidated stockholders’ deficit and changes in consolidated financial position or cash flows for the periods presented therein therein, except as specifically provided in the notes thereto (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto). (c) The Each of the principal executive officers of the Company and the principal financial officer of the Company has designed made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and maintains a Sections 302 and 906 of SOX, as applicable, with respect to the Company SEC Reports, and the statements contained in such certifications were true and accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (d) The Company’s system of internal controls over financial reporting is reasonably sufficient in all material respects to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP, (B) that receipts and expenditures are executed only in accordance with the authorization of management, and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could materially affect the Company’s financial statements. (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(f13a-15(e) and 15d-15(e) of the Exchange Act) sufficient are reasonably designed in all material respects to provide reasonable assurances regarding the reliability of ensure that (A) information (both financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (inon-financial) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsforms of the SEC and (B) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (df) To As of June 24, 2005, the Knowledge of the Company, since January 1, 2014, no employee Indebtedness of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither and the Company nor any Subsidiaries was not more than $197,000,000 and was comprised solely of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of amounts outstanding under the Company or any Credit Agreement and capital leases of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms machinery and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actequipment.

Reports; Financial Statements. (ai) Since January 1, 2014, the Company EchoStar has timely filed or furnished furnished, as applicable, on a timely basis all reports, schedules, forms, statements, prospectuses reports and other documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act *** (such forms, statements, reports and documents filed or furnished *** and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company SEC EchoStar Reports”). Each of the EchoStar Reports, all at the time of which have complied as of their respective its filing dates or being furnished (or, if amended or superseded by a subsequent filingprior to the date of this Agreement, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (ivamendment) complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations of the SEC with respect theretoExchange Act. (cii) The Company has designed Each of the consolidated balance sheets included in or incorporated by reference into the EchoStar Reports (including the related notes and maintains a system schedules), fairly presents the consolidated financial position of internal controls over financial reporting EchoStar and its consolidated Subsidiaries as of the dates thereof and each of the consolidated statements of operations and comprehensive income (loss), changes in stockholders’ or shareholder’s equity and cash flows included in or incorporated by reference into the EchoStar Reports (including any related notes and schedules), fairly presents the results of operations and cash flows of EchoStar and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments and lack of footnote disclosure), in each case in accordance with GAAP consistently applied during the periods involved, except as defined in Rules 13a-15(f) of may be noted therein or may be permitted by the SEC under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (diii) To the Knowledge *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the Company, since January 1, 2014, no employee text. Copies of the Company exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (v) There are no obligations or liabilities of EchoStar or any of its Subsidiaries has provided primarily arising from or is providing information resulting from the operation of the EB Business or the ET Business or the ownership of the EB Transferred Assets or the ET Transferred Assets, whether or not accrued, contingent or otherwise and whether or not required to be disclosed or any law enforcement agency regarding other facts or circumstances which could reasonably be expected to result in any claims against, or obligations or liabilities of, the EB Business or the ET Business, except for (x) obligations or liabilities set forth in the EB Group Financial Statements or the ET Group Financial Statements, (y) future executory liabilities arising under any EB Business Contract or ET Business Contract (other than as a result of breach of contract, tort, infringement or violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries norApplicable Law) or (z) those that have not had and would not reasonably be expected to have, to the Knowledge of the Company, any director, officer, employee individually or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actaggregate, a Material Adverse Effect.

Reports; Financial Statements. (a) Since Parent has filed all required forms, reports and documents with the SEC since January 1, 20141999, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all each of which have has complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Exchange Act, and, in each case, the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified or superceded by later forms, reports and documents filed prior to the date of this Agreement. Parent has made available to the Company, in the form filed with the SEC (including any amendments thereto), (i) its Annual Reports on Form 10-K for each of the SEC promulgated thereunder. No executive officer fiscal years ended December 31, 1999, 2000 and 2001, respectively, (ii) all definitive proxy statements relating to Parent's meetings of the Company has failed in any respect to make the certifications required of him stockholders (whether annual or her under Section 302 special) held since January 1, 1999, and (iii) all other reports or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None of the Company SEC Reports registration statements filed or furnished by the Company Parent with the SEC since January 1, 20141999 (collectively, the "PARENT SEC REPORTS"). None of such forms, reports or documents, including any financial statements or schedules included or incorporated by reference therein, at the time filed orcontained, if amended or superseded by a subsequent filingwhen filed, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as except to the accuracy of any financial projections extent that such statements have been modified or forward-looking statements or the completeness of any information superceded by later Parent SEC Reports filed or furnished by the Company prior to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments . Parent has complied in comment letters received from all material respects with the requirements of the S-O Act. The consolidated financial statements of Parent included in the Parent SEC staff with respect Reports (except to the Company extent such statements have been amended or modified by later Parent SEC Reports. As of Reports filed prior to the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, ) filed as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) Agreement complied as to form in all material respects with applicable accounting requirements standards and the published rules and regulations of the SEC with respect thereto. thereto and fairly present in all material respects, in conformity with GAAP (c) The Company has designed except, in the case of interim financial statements, as permitted by the applicable rules and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) regulations of the Exchange ActSEC) sufficient to provide reasonable assurances regarding applied on a consistent basis during the reliability periods involved (except as may be indicated in the notes thereto), the consolidated financial position of financial reporting Parent and its consolidated subsidiaries as of the dates thereof and the preparation consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements for external purposes in accordance with GAAP. Since January 1, 2014statements, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsnormal year-end adjustments). (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (ai) Since January 1, 2014, the The Company has timely filed or furnished with the SEC, as applicable, (A) its annual report on Form 10-K for its fiscal year ended December 31, 2021, (B) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, June 30 and September 30, 2022, (C) its definitive proxy statement relating to the annual meeting of the stockholders of the Company held in 2022, (D) all other forms, reports, schedules, forms, statements, prospectuses schedules and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since July 15, 2021 (collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. (ii) Each of the consolidated balance sheets, howeverand the related consolidated statements of operations, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by income, stockholders’ equity (deficit) and cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. : (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, ; (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates, the dates shown and the consolidated income, stockholders equity, results of operations and the consolidated operations, changes in consolidated financial position or stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the respective fiscal periods presented or as of the respective dates therein set forth; (subjectC) have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth therein or in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) notes thereto; and (ivD) complied as to form otherwise comply in all material respects with applicable accounting the requirements and the published rules and regulations of the SEC with respect theretoSEC. (ciii) The Except as disclosed in Company has designed Reports, the Company and maintains its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurances assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. Since January 1. (iv) Except as disclosed in Company Reports and other than the transactions contemplated by this Agreement, 2014there has been no transaction, to the Knowledge or series of the Companyrelated transactions, neither the Company agreements, arrangements or understandings, nor the Company’s auditor haveis there any proposed transaction, identified or been made aware series of (i) any existing “significant deficiencies” related transactions, agreements, arrangements or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not materialunderstandings, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information would be required to be disclosed under Item 404 of Regulation S-K promulgated by the Company SEC under the Securities Act that have not been disclosed in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsReports. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (a) Since January 1, 2014, Notwithstanding that the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to may not be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior subject to the date hereof, in all material respects with all applicable reporting requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him Section 13 or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f15(d) of the Exchange Act) sufficient , the Company will furnish to provide reasonable assurances regarding the reliability of financial reporting Trustee and the preparation Holders of financial statements for external purposes in accordance with GAAP. Since January 1, 2014Notes (or, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined extent permitted by the Public Company Accounting Oversight Board) not otherwise remedied in Commission, file with the design or operation of the internal control over financial reporting or (ii) any fraudCommission for public availability), 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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECCommission’s rules and forms.regulations, taking into account any extension of time, deemed filing date or safe harbor contemplated or provided for by Rule 12b-25 under the Exchange Act: (d1) To all quarterly and annual financial and other information with respect to the Knowledge Company and its Subsidiaries that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. So long as the Company is required to file periodic reports under Section 13(a) or Section 15(d) of the Exchange Act, the Company, since January 1, 2014, no employee of ’s obligation to deliver the Company or any of its Subsidiaries has provided or is providing information referred to any law enforcement agency regarding above shall be deemed satisfied upon the violation of any applicable Law of filing such information with the type described in Section 806 of Commission using the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither system and such information is publicly available. (b) If the Company nor has designated any of its Subsidiaries noras Unrestricted Subsidiaries, to the Knowledge and such Unrestricted Subsidiaries’ total assets (determined in accordance with GAAP) as of the Company, any director, officer, employee or agent end of the most recently completed fiscal year exceed an amount equal to 5% of the consolidated total assets of the Company or any of and its Restricted Subsidiaries, has dischargedthen the quarterly and annual financial information required by Section 5.03(a) shall include a reasonably detailed presentation, demoted either on the face of the financial statements or suspended an employee in the footnotes to the financial statements and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company or any and its Restricted Subsidiaries separate from the financial condition and results of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 operations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActUnrestricted Subsidiaries.

Reports; Financial Statements. (a) Since January 1November 30, 20142010, (i) the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses statements and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”)SEC, all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, of 2002 and the rules and regulations of promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and (ii) the Company will file prior to the Effective Time all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC promulgated thereunderprior to such time. 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 with respect to any Company SEC Report. None of the Company SEC Reports report, schedule, form, statement or other document filed or furnished by the Company with the SEC since January 1November 30, 20142010 (the “Company SEC Reports”). None of the Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffiled, contained (or, with respect to Company SEC Reports filed after the date hereof, or will containcontain when filed) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act and prior to November 30, 2010, the Company was not required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, including the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (iior when so filed will be) have been prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a consistent basis (except as may be indicated in “GAAP”) throughout the notes thereto orperiods involved (subject, in the case of the unaudited statements, as permitted by Form 10to normal year-Q of end audit adjustments and to any other adjustments set forth therein including the SEC, the “Financial Statements”notes thereto) applied on a consistent basis throughout the periods involved, (iii) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, except as may be set forth therein or in the case notes thereto). All of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable Company’s Subsidiaries are consolidated for accounting requirements and the published rules and regulations of the SEC with respect theretopurposes. (c) The Company has designed and maintains its Subsidiaries have implemented and maintain a system of internal accounting controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, 2014including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Knowledge Company’s outside auditors and the audit committee of the Company, neither Board of Directors of the Company nor the Company’s auditor have, identified or been made aware of (iA) any existing “significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the internal control controls over financial reporting or (iias defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge knowledge of the Company, since January 1, 2014, no employee as of the Company or any of its Subsidiaries has provided or is providing information date hereof, the Company’s Chief Executive Officer and Chief Financial Officer will be able to any law enforcement agency regarding give the violation of any applicable Law of certifications and attestations required pursuant to the type described in rules and regulations adopted pursuant to Section 806 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither , without qualification, when due. (d) Since July 1, 2010 through the Company nor any date of its Subsidiaries northis Agreement, to the Knowledge knowledge of the Company, (i) none of the Company, any of its Subsidiaries or any director, officer, employee or agent auditor of the Company or any of its Subsidiaries has received, or otherwise had or obtained knowledge of, any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has dischargedreported evidence of a material violation of securities Laws, demoted breach of fiduciary duty or suspended an employee of similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (e) Neither the Company nor any of its Subsidiaries has any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP, other than (i) such liabilities (A) disclosed, reflected or reserved against in the terms financial statements of the Company included in the Company SEC Reports filed and conditions available prior to the date hereof (including any notes thereto) or (B) incurred in the ordinary course of employment because business consistent with past practice since December 31, 2010, which, in the case of any lawful act clause (B) only, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (ii) such liabilities arising or resulting from an existing contract, or a contract entered into in compliance with this Agreement, except to the extent that such liabilities arose or resulted from a breach or a default of such employee described contract or (iii) such liabilities which have been discharged or paid in Section 806 full in the ordinary course of business as of the ▇▇▇▇▇▇▇▇date of this Agreement. (f) Section 3.05(f) of the Disclosure Letter sets forth the amount of cash held by the Company or its Subsidiaries, as of July 2, 2011, in each jurisdiction in which Company cash is held and the portion of such cash in each jurisdiction that constitutes “restricted” cash for purposes of GAAP. (g) As of the date of this Agreement, there are no transactions, agreements, arrangements or understandings involving the Company or its Subsidiaries that would be required to be disclosed under Item 404 of Regulation S-▇▇▇▇▇ K under the Securities Act.

Reports; Financial Statements. (a) Since January 1September 30, 20141999, the Company ACQUIROR has timely filed or furnished (i) all forms, reports, schedules, forms, statements, prospectuses statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation, (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (3) all proxy statements relating to meetings of stockholders (whether annual or furnished by it with special), (4) all Current Reports on Form 8-K, (5) all other reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the SEC (the “Company "ACQUIROR SEC Reports”)") and (B) any other applicable state securities authorities and (ii) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities, except where the failure to file any such forms, reports, statements or other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect (all such forms, reports, statements and other documents in clauses (i) and (ii) of which have complied as of their respective filing dates orthis Section 6.7(a) being referred to herein, if amended or superseded by a subsequent filingcollectively, as of the "ACQUIROR Reports"). The ACQUIROR Reports, including all ACQUIROR Reports filed after the date of the last such amendment or superseding filing made at least two (2) Business Days this Agreement and prior to the date hereof, Effective Date (x) were or will be prepared in all material respects in accordance with all applicable the requirements of applicable Law (including, with respect to the ACQUIROR SEC Reports, the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Exchange Act andof 1934, in each caseas amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect thereunder applicable to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company such ACQUIROR SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, Reports) and (y) did not at the time filed orthey were filed, if amended or superseded by a subsequent filingwill not at the time they are filed, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated Except as disclosed in Section 6.7(b) of the ACQUIROR Disclosure Schedule, each of the financial statements with results through December 31, 2000 (including, as applicablein each case, the any related notes thereto) of the Company included (or incorporated by reference) contained in the Company ACQUIROR SEC Reports filed prior to, on or after the date of this Agreement (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting generally accepted accounting principles and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether fairly present or not material, that involves management or other employees who have a significant role in will fairly present the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (position of ACQUIROR as defined in Rule 13a-15 of the Exchange Actrespective dates thereof and the results of operations and cash flows for the periods indicated (including reasonable estimates of normal and recurring year-end adjustments), except that (A) sufficient any unaudited interim financial statements were or will be subject to provide reasonable assurance that normal and recurring year-end adjustments and (B) any pro forma financial information required to be disclosed by the Company contained in the Company SEC Reports that it files or submits under the Exchange Act such financial statements is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge not necessarily indicative of the Company, since January 1, 2014, no employee financial position of ACQUIROR as of the Company or any respective dates thereof and the results of its Subsidiaries has provided or is providing information to any law enforcement agency regarding operations and cash flows for the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actperiods indicated.

Reports; Financial Statements. (ai) Since January 1The Company has filed or furnished, 2014as applicable, (A) its annual report on Form 10-K for the fiscal year ended December 31, 2022, (B) its quarterly report on Form 10-Q for its fiscal quarter ended March 31, 2023, (C) its proxy statement relating to the annual meeting of the stockholders of the Company has timely filed or furnished held in 2023 and (D) all other forms, reports, schedules, forms, statements, prospectuses schedules and other documents statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since February 11, 2022 (collectively, the “Company SEC Reports”). As of its respective date, all of which have complied as of their respective filing dates orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, each Company Report complied in all material respects as to form with all the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act andExchange Act, in each case, the and any rules and regulations of the SEC promulgated thereunder. No executive officer of the thereunder applicable to such Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None As of the Company SEC Reports filed or furnished by the Company with the SEC since January 1its respective date, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed orand, if amended or superseded by a subsequent filingamended, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofamendment, no Company Report contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; provided. (ii) Each of the consolidated balance sheets, howeverand the related consolidated statements of operations and comprehensive loss, that no representation is made as to the accuracy consolidated statements of any financial projections or forward-looking equity, and consolidated statements or the completeness of any information filed or furnished by cash flows, included in the Company to Reports filed with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. Act (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (iA) have been prepared from, and are in accordance with, and accurately reflect the books and records of the Company and its SubsidiariesGroup, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iiiB) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their the respective datesdates shown, and the consolidated income, stockholders equity, results of operations and changes (C) have been prepared in consolidated financial position or cash flows for accordance with GAAP consistently applied during the periods presented involved, except as otherwise set forth therein (subject, or in the case notes thereto and (D) otherwise comply with the requirements of the unaudited financial statements, to the absence of footnotes SEC. (iii) The Company Group (i) makes and normal year-end audit adjustments) keeps accurate books and (iv) complied as to form records in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (cii) The Company has designed and maintains a system systems of internal accounting controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014including, but not limited to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal accounting controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to be disclosed by permit preparation of its financial statements in accordance with GAAP and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management’s general or specific authorization, (D) the Company in recorded accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge end of the Company’s most recent audited fiscal year, since January 1there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information reasonably likely to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries normaterially affect, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act’s internal control over financial reporting.

Reports; Financial Statements. (a) Since January 1October 31, 20142002, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses reports and other documents required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “Company SEC ReportsSEC”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer True, correct and complete copies 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 with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished all filings made by the Company with the SEC since January 1such date (the “Company SEC Reports”) and prior to the date hereof, 2014whether or not required under applicable Laws, rules and regulations and including any registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), have been made available to Parent. None of the Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereoffiled, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy . No executive officer of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company has failed in any respect to make the SEC solely for the purposes certifications required of complying with Regulation FD promulgated him or her under the Exchange Act. As Section 302 or 906 of the date S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of this Agreement, there are no outstanding or unresolved comments in comment letters received from 2002 (the SEC staff “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the any Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange ActReport. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) United States generally accepted accounting principles applied on a consistent basis throughout the periods involved, (iii) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretotherein. (c) The Company has designed and maintains its Subsidiaries have implemented and maintain a system of internal accounting controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, 2014including its consolidated Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Knowledge Company’s outside auditors and the audit committee of the Company, neither the Company nor the Company’s auditor have, identified or been made aware Board of Directors (iA) any existing “significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied weaknesses in the design or operation of the internal control controls over financial reporting or (iias defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure information with respect to the Company’s internal controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed made available by the Company in to Parent prior to the Company SEC Reports that it files or submits under date hereof has included any such disclosures made by management to the Exchange Act is recorded, processed, summarized Company’s auditors and reported within the time periods specified in the SEC’s rules and formsaudit committee. (d) To the Knowledge of the CompanySince October 31, since January 12002, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither (i) neither the Company nor any of its Subsidiaries nor, to the Knowledge knowledge of the Company, any director, officer, employee employee, auditor, accountant or agent representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has dischargedreported evidence of a material violation of securities Laws, demoted breach of fiduciary duty or suspended an employee of similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (e) Neither the Company nor any of its Subsidiaries has any material liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under United States generally accepted accounting principles, other than such liabilities (i) reflected or reserved against in the terms financial statements of the Company included in the Company SEC Reports filed and conditions available prior to the date hereof or (ii) incurred in the ordinary course of employment because of any lawful act of such employee described business consistent with past practice since January 31, 2005 that have not had and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect (as defined in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act8.10).

Reports; Financial Statements. (a) Since January 1As of the respective dates of their filing with the Commission, 2014, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses registration statements and other documents required to be filings, together with any amendments thereto, filed or furnished by it the Company with the SEC Commission since June 30, 2000 (the “Company "SEC Reports”"), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all the applicable requirements of the Securities Act, the Exchange Act Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC Commission promulgated thereunder, except as disclosed in the SEC Reports. No executive officer of Except as disclosed in the Company has failed in any respect to make SEC Reports, the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, did not at the time they were filed orwith the Commission, if amended or superseded by a subsequent filingwill not at the time they are filed with the Commission, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading; provided, however, that no representation is made as . The Company has (i) delivered to the accuracy of any financial projections Purchasers true and complete copies of, or forward-looking statements or will make available at the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this AgreementPurchaser's request, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect (x) all correspondence relating to the Company SEC Reports. As of between the date of this AgreementCommission, Nasdaq and the United States Attorneys Office and the Company has not received any written oror its legal counsel and, to the Company’s 's Knowledge, oral notice from accountants since January 1, 2001 (other than routine Commission filing package cover letters) and (y) all correspondence between the Company or its counsel and the Company's auditors since January 1, 2001, relating to any audit, financial review or preparation of financial statements of the Company (other than correspondence which the Company reasonably believes is subject to a privilege), and (ii) disclosed to the Purchasers the content of all material discussions between the Commission, Nasdaq and the United States Attorneys Office on the one hand and the Company or its legal counsel, on the other hand, and, to the Company's Knowledge, accountants concerning the adequacy or form of any SEC that Report filed with the Commission since January 1, 2001. The Company is not aware of any issues raised by the Commission with respect to any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigationsReports, other government inquiries or investigations or material internal investigations pending or threatened, than those disclosed in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange ActReports. (b) The audited and unaudited Except as disclosed in the SEC Reports, the consolidated financial statements (including, as applicablein each case, the any related schedules or notes thereto) of the Company included (contained in or incorporated by reference) reference in the Company SEC Reports and any such reports, registration statements and other filings to be filed by the Company with the Commission prior to the Closing Date (the "Financial Statements") (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been or will be prepared in accordance with the published rules and regulations of the Commission and GAAP consistently applied during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”thereto) applied on a consistent basis throughout the periods involved, and (iiiii) fairly present or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their the respective dates, dates thereof and the consolidated income, stockholders equity, results of operations operations, statements of stockholders' equity and changes in consolidated financial position or cash flows for the periods presented therein (subjectindicated, in the case of the except that any unaudited interim financial statements, statements were or will be subject to the absence of footnotes normal and normal recurring year-end audit adjustments) adjustments and (iv) complied may omit footnote disclosure as to form in all material respects with applicable accounting requirements and the published rules and permitted by regulations of the SEC with respect theretoCommission. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (a) Since January 1September 19, 20142018, the Company Parent has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (the “Company Parent SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company Parent SEC Report. None of the Company Parent SEC Reports filed or furnished by the Company Parent with the SEC since January 1September 19, 20142018, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company Parent to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company Parent SEC Reports. As of the date of this Agreement, the Company Parent has not received any written or, to the Company’s Knowledgeknowledge of Parent, oral notice from the SEC that any of the Company Parent SEC Reports is the subject of any ongoing investigation. To the Knowledge knowledge of the CompanyParent, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the CompanyParent. None of the CompanyParent’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company Parent included (or incorporated by reference) in the Company Parent SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company Parent and its SubsidiariesSubsidiaries in all material respects, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company Parent and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal course year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1September 19, 20142018, to the Knowledge knowledge of the CompanyParent, neither the Company Parent nor the CompanyParent’s auditor have, have identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyParent’s internal controls over financial reporting. The Company Parent has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company Parent in the Company Parent SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports; Financial Statements. (a) Since January 1It has, 2014and, to the Company has timely filed extent applicable, each of its then or furnished current Subsidiaries has, made all reports, schedules, forms, statements, prospectuses and other documents filings required to be filed or furnished made by it with the SEC Securities and Exchange Commission (the “Company SEC Reports”)"SEC") under the Exchange Act since December 31, all of which have complied as of their respective filing dates or1998 (collectively, if amended or superseded by a including any such reports filed subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act"Reports"); except that, notwithstanding the foregoing, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him makes no representation or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act warranty whatsoever with respect to any such filing required to be made by Retek Inc., a Delaware corporation ("Retek"), since September 29, 2000. The Company has delivered or made available to Parent each registration statement, report, proxy statement or information statement (including reports on SEC Report. None of the Company SEC Reports Form 8-K) filed or furnished by the Company with the SEC by it since January 1December 31, 20142001 (the "Company Audit Date"), including, without limitation, (i) its Annual Report on Form 10-K for the year ended December 31, 2001, and (ii) its Proxy Statement with respect to its 2002 Annual Meeting of Stockholders, all in the form (including exhibits, annexes and any financial statements amendments thereto) filed with the SEC. Parent has delivered or schedules included made available to the Company each registration statement, report, proxy statement or incorporated information statement (including reports on SEC Form 8-K) filed with the SEC by reference thereinit since September 30, at 2001 (the time "Parent Audit Date"), including, without limitation, (i) its Annual Report on Form 10-K for the year ended September 30, 2001, (ii) its Quarterly Report for the quarter ended December 31, 2001, and (iii) its Proxy Statement with respect to its 2002 Annual Meeting of Stockholders, all in the form (including exhibits, annexes and any amendments thereto) filed orwith the SEC. As of their respective dates, if amended or superseded by a the Reports did not, and any Reports filed with the SEC subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereofhereof will not, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) contain any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in 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 filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As Each of the date of this Agreement, there are no outstanding consolidated balance sheets included in or unresolved comments in comment letters received from incorporated by reference into the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, including the related notes theretoand schedules) fairly presents, or will fairly present, the consolidated financial position of it and its Subsidiaries as of its date and each of the Company consolidated statements of income and of changes in financial position included (in or incorporated by reference) in reference into the Company SEC Reports (iincluding any related notes and schedules) have been prepared fromfairly presents, are or will fairly present, the results of operations, retained earnings and changes in accordance withfinancial position, and accurately reflect as the books and records case may be, of the Company it and its Subsidiaries, Subsidiaries for the periods set forth therein (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes notes and normal year-end audit adjustmentsadjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as permitted by SEC Form 10-Q and except as may be noted therein. Other than the Reports specifically recited in clauses (i) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(fii) of the Exchange Act) sufficient to provide reasonable assurances regarding second sentence of this Section 5.1(e), the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1Company has not, 2014, on or prior to the Knowledge of date hereof, filed any other definitive reports or statements with the Company, neither SEC since the Company nor Audit Date. Other than the Company’s auditor have, identified or been made aware of Reports specifically recited in clauses (i) any existing “significant deficiencies” or “material weaknesses” through (as defined by the Public Company Accounting Oversight Boardiii) not otherwise remedied in the design or operation of the internal control over financial reporting third sentence of this Section 5.1(e), Parent has not, on or (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 has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, prior to the Knowledge of date hereof, filed any other definitive reports or statements with the Company, any director, officer, employee or agent of SEC since the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActParent Audit Date.