Common use of SEC Documents; Financial Statements Clause in Contracts

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company has filed on a timely basis all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all pursuant to the reporting requirements of the foregoing Exchange Act, including material filed prior pursuant to Section 13(a) or 15(d). The Company has not provided to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (Noteholder any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver with respect to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documentstransactions contemplated by this Agreement. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act as the case may be and the rules and regulations of 1934the SEC promulgated thereunder and other federal, as amended (“1934 Act” or “Exchange Act”)state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act 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) (all of the foregoing filed prior to within two years preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, and all registration statements filed by the Company under the Securities Act (including any Registration statements filed hereunder), being hereinafter referred to herein as the “SEC Documents”). Upon written request the The Company will deliver has delivered or made available to the Purchaser Investor through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective datesdates (or, with respect to any filing that has been amended or superseded, the date of such amendment or superseding filing), the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934or the Securities Act, as amended (“1934 Act” or “Exchange Act”)applicable, and none the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, at the time they were filed with the SEC, and did not contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “"SEC Documents”"). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“"1934 Act” " or “"Exchange Act”"), and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Prior to the date of this Agreement, the Company has timely filed (within applicable extension periods) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC United States Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934or the Securities Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings made prior to the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto. Such financial statements have been prepared in accordance with United States U.S. generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except as may be otherwise indicated in such financial statements or the notes thereto or, in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries in existence 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 immaterial year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company has filed on a timely basis all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all pursuant to the reporting requirements of the foregoing Exchange Act, including material filed prior pursuant to Section 13(a) or 15(d). The Company has not provided to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (Noteholder any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver with respect to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documentstransactions contemplated by this Agreement. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act as the case may be and the rules and regulations of 1934the SEC promulgated thereunder and other federal, as amended (“1934 Act” or “Exchange Act”)state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end year‑end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The (a) Since December 31, 2018 (the “Applicable Date”), the Company has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, forms, statements and other documents required to be filed by it with or furnished under the SEC Securities Act or the Exchange Act, respectively (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial such forms, reports, certifications, schedules, statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as collectively, the “Company SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, each of the Company SEC Documents complied Documents, as amended, complied, or if not yet filed or furnished, will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1934and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC DocumentsDocuments contained, at when filed (or if amended, prior to the time they were date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SECSEC subsequent to the date of this Agreement, contained will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law . (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the b) The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied, or, in the case of Company SEC Documents complied as to form filed after the date of this Agreement, will comply in all material respects respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , were, or, in the case of Company SEC Documents filed after the date of this Agreement, will be prepared in accordance with United States generally accepted accounting principles, consistently applied, principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the consolidated case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the cash flows of the Company and its consolidated Subsidiaries for the periods then ended presented therein. (subjectc) The Company has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by Parent in the case of unaudited statements, reports that it files or submits under the Exchange Act is accumulated and communicated to normal year-end audit adjustments). Except as set forth the Company’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act utilized by the Company or its Subsidiaries, (ii) is not, and since January 1, 2020 there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls, and (iii) is not, and since January 1, 2020 there has not been, any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer of the Company included (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. The principal executive officer and the principal financial officer of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Company SEC Documents, and the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected statements contained in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results certifications were complete and correct as of the Company. The Company is subject to the reporting requirements of the 1934 Actdates they were made.

SEC Documents; Financial Statements. The Common Stock of the Company has filed is registered pursuant to Section 12(g) of the Exchange Act, and, the Company is current with all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all pursuant to the reporting requirements of the foregoing Exchange Act, including material filed prior pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company has delivered or made available to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference thereinPurchaser, being hereinafter referred to herein as through the “SEC Documents”). Upon written request the Company will deliver to the Purchaser ▇▇▇▇▇ system or otherwise, true and complete copies of the SEC DocumentsDocuments filed with the SEC since December 31, except for such exhibits and incorporated documents1998. The Company has not provided to the Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934or the Securities Act, as amended (“1934 Act” or “Exchange Act”)applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such documents, and, as of their respective filing dates, none of the SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the The financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements under GAAP and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries 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). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents Each SEC Document required to be filed by it the Company or any of its Subsidiaries with the SEC (all has been filed and, as of its filing date, each such SEC Document, and any SEC Document that will be filed with the foregoing filed SEC prior to or after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference thereinClosing, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company complied or will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at except to the time they were extent that information contained in any SEC Document has been revised or superseded by a later-filed with or later declared effective, as the SECcase may be, SEC Document, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or (x) necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, misleading or has been, (y) required to be amended stated therein or updated under applicable law (except for such necessary to make the statements as have been amended or updated in subsequent filings prior the date hereof)therein not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied as to form in all material respects comply with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during GAAP (except as may be indicated in the periods involved notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Actended.

SEC Documents; Financial Statements. The Company has (1) Since December 31, 2004, Acquiror and its Subsidiaries have filed all reports, schedulesregistrations, forms, and statements and other documents they were required to be file with the SEC under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including, but not limited to Acquiror’s Annual Reports on Form 10-K, Forms 10-Q, Form 8-K, registration statements, definitive proxy statements, and information statements (collectively, the “Acquiror SEC Documents” which for purposes of clarity includes Subsidiary SEC Documents). Acquiror has provided or made available via E▇▇▇▇ to the Company copies of the Acquiror SEC Documents, each in the form (including exhibits and any amendments thereto) filed by it with the SEC (all or, if not so filed, in the form used or circulated). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement) each of the foregoing Acquiror SEC Documents, including the financial statements, exhibits, and schedules thereto, filed or circulated prior to the date hereof complied (and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as each of the “Acquiror SEC Documents”). Upon written request the Company will deliver Documents filed prior to the Purchaser true Merger will comply) as to form with applicable Securities Laws and complete copies did not (or, in the case of reports, statements, or circulars filed after the SEC Documentsdate of this Agreement, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None . (2) Each of Acquiror’s and Acquiror’s Subsidiaries’ consolidated and separate financial statements or balance sheets included in or incorporated by reference into the statements made Acquiror SEC Documents, including the related notes and schedules, fairly presented (or, in any such the case of Acquiror SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior filed after the date hereof). As of their respective datesthis Agreement, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and will fairly present in all material respects present) the consolidated and separate financial position condition of the Company Acquiror and its consolidated Subsidiaries as of the dates thereof date of such statement of financial condition or balance sheet and each of the consolidated and separate statements of income, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Acquiror SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the “Acquiror Financial Statements”), fairly presented (or, in the case of Acquiror SEC Documents filed prior to the Merger, will fairly present) the separate and consolidated results of their operations and operations, cash flows and stockholders’ equity, as the case may be, of Acquiror and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). , in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except that such unaudited statements include no notes). (3) Except as set forth disclosed in the financial statements Acquiror Financial Statements, none of the Company included in the SEC DocumentsAcquiror or any of its Subsidiaries has any liability or obligation of any nature (whether accrued, the Company has no liabilitiesabsolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Acquiror and its consolidated subsidiaries or in the notes thereto, other than (i) liabilities incurred in the ordinary course of business, and (ii) or obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such consistent with past practice since the date of the most recent financial statements, which, individually or statements included in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 ActAcquiror SEC Documents.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documentsa) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective filing dates, each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”)), definitive proxy statement, and other filings filed with or hereafter filed with the SEC Documents by Company (collectively, the “Company SEC Documents”) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or the “Exchange Act”), ) and the Securities Act and none of the Company SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Company SEC Document. None of the statements made in any such SEC Documents is, or has been, All documents required to be amended or updated under applicable law (except for such statements filed as exhibits to the Company SEC Documents have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the so filed. (b) The financial statements of Company, including the Company notes thereto, included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements (the “Company Financial Statements”) fairly present the financial condition and the published rules and regulations results of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position operations of the Company and its consolidated Subsidiaries subsidiaries in all material respects as of the their respective dates thereof and the consolidated results of their operations and cash flows for the periods then ended indicated therein, in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (subjectexcept as may be indicated in the notes thereto or, in the case of unaudited statements, to normal yearincluded in Quarterly Reports on Form 10-end audit adjustmentsQ, as permitted by Form 10-Q of the SEC). Except There has been no change in Company accounting policies except as set forth described in the financial statements of notes to the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 ActFinancial Statements.

SEC Documents; Financial Statements. The Company (a) Seller has filed all reportsand provided or made available to Purchaser a true and complete copy of each report, schedulesschedule, forms, statements registration statement and other documents definitive proxy statement required to be filed by it Seller with the SEC since January 1, 1995 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “"Filed SEC Documents”"). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the each Filed SEC Documents Document complied in all material respects with the requirements of the Securities Act or the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and none applicable to such Filed SEC Document. None of the Filed SEC Documents, at the time they were Documents when filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any Filed SEC Document has been revised or superseded by a later Filed SEC Document filed and publicly available prior to the date of this Agreement, none of the statements made in any such Filed SEC Documents iscontains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) All contracts or has beenagreements, including agreements relating to indebtedness of Seller or any of the Subsidiaries, required to be amended or updated filed with the SEC under applicable law (except for such statements as the Exchange Act have been amended or updated in subsequent filings prior filed with the date hereof). As of their respective dates, the SEC. (c) The financial statements of the Company Seller included in the Filed SEC Documents complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis ("GAAP") during the periods involved (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Company Seller and its consolidated Subsidiaries subsidiaries as of at 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 and recurring year-end audit adjustmentsadjustments which are not material). Except as set forth in the financial statements of the Company included in the Filed SEC Documents, the Company neither Seller nor any Subsidiary of Seller has no liabilitiesany liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles by GAAP to be reflected in such financial statements, which, individually set forth on a consolidated balance sheet of Seller and the Subsidiaries or in the aggregate, are not material to the financial condition or operating results notes thereto. None of the Company. The Company is Subsidiaries is, or has at any time since January 1, 1995 been, subject to the reporting requirements of Sections 13(a) or 15(d) of the 1934 Exchange Act.

SEC Documents; Financial Statements. (i) The Company has timely filed or furnished all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished by the Company since January 1, 2009 (together with all exhibits, financial statements and schedules thereto and all information incorporated therein by reference, the “SEC Documents”). As of their respective dates of filing, or, if amended, as of the date of the last such amendment, (A) the SEC Documents complied, and all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed prior to after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference thereinwill comply, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act of 1934Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) except to the extent amended or superseded by a subsequent filing with the SEC prior to the Agreement Date, none of the SEC Documents contained (“1934 Act” or “Exchange Act”), and none of the SEC Documentsreports, at the time they were schedules, forms, statements or other documents required to be filed with the SEC, contained SEC after the date hereof will contain) any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in Subsidiaries of the Company is required to file any forms, schedules, statements, reports or other documents with the SEC. Each SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such SEC Documents isregistration statement or amendment became effective, did not contain any untrue statement of a material fact or has been, omit to state any material fact required to be amended stated therein or updated under applicable law (except for such necessary to make the statements as therein not misleading. Since January 1, 2009 until the Agreement Date, there have been amended or updated in subsequent filings prior no comment letters received by the date hereof)Company from the SEC and relating to the SEC Documents. As of their respective datesthe Agreement Date, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. The Company has not received any written notice from the SEC that any of the SEC Documents is the subject of any ongoing review by the SEC. There are no amendments or modifications, which are or will be required to be filed with the SEC, but have not yet been filed with the SEC, to (A) agreements, documents or other instruments which previously have been filed by the Company with the SEC pursuant to the Exchange Act or (B) the SEC Documents. (ii) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the financial statements notes thereto) of the Company included in the SEC Documents when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles(“GAAP”) (except, consistently appliedin the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated financial position and consolidated shareholders’ equity of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (except as may be indicated in the notes thereto and subject, in the case of unaudited quarterly statements, to normal customary year-end audit adjustments). . (iii) Except as set forth for those (A) Liabilities reflected (or for which adequate reserves were established) in the financial statements audited consolidated balance sheet of the Company as of December 31, 2010 (or the notes thereto) included in the Filed SEC Documents, the Company has no liabilities, contingent or otherwise, other than (iB) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments Liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2010 and not (C) Liabilities incurred in connection with this Agreement or the transactions contemplated hereby, neither the Company nor any Subsidiary of the Company has any liabilities (absolute, accrued, matured, unmatured, fixed, contingent or otherwise) (each, a “Liability”). Neither the Company nor any Subsidiary of the Company is a party to, nor does it have any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a)(4) of Regulation S-K). (iv) The Company has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15(d)-15(e) under the Exchange Act). Such disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company’s periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic reports required under generally accepted accounting principles the Exchange Act. (v) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that complies in all material respects with the requirements of the Exchange Act. Such internal controls are designed to be reflected in such financial statements, which, individually or in provide reasonable assurance regarding the aggregate, are not material to the financial condition or operating results reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company is subject has disclosed, based on its most recent evaluation of internal controls prior to the Agreement Date, to the Company’s auditors and audit committee (and made available to Parent a summary of such disclosure) (A) any “significant deficiencies” and “material weaknesses” in the design or operation of internal controls over financial reporting requirements 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 internal controls. For purposes of this Agreement, “significant deficiencies” and “material weaknesses” have the meanings assigned to them by the Public Company Accounting Oversight Board Interim Standard AU 325 parts 2 and 3, as in effect on the date hereof. The principal executive officer and principal financial officer of the 1934 Company have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the SEC Documents and the statements contained in any such certifications are complete and correct in all material respects, and the Company is otherwise in material compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (vi) Since January 1, 2008, (i) neither the Company nor any Subsidiary of the Company has received any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or any material concerns from employees of the Company any Subsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not employed by the Company or any Subsidiary of the Company, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to the General Counsel or Chief Executive Officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Documents; Financial Statements. The Company LBC, as of the date of signing, has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “"SEC Documents”"). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 1934 Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company LBC included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company LBC 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). Except LBC has no liabilities, contingent or otherwise, except as set forth in the financial statements of the Company LBC included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of businessbusiness subsequent to December 31, 2006 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 ActLBC.

SEC Documents; Financial Statements. The (a) Company has furnished or made available (including via ▇▇▇▇▇) to Parent a true and complete copy of the Company SEC Documents filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed by Company, since July 3, 2003, and, prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents Effective Time, Company shall have furnished or made available (other than exhibits including via ▇▇▇▇▇) to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser Parent true and complete copies of any Company SEC Documents filed with the SEC Documents, except for such exhibits by Company after the date hereof and incorporated documentsprior to the Effective Time. As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 and the Securities Act” or “Exchange Act”), and none of the Company SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent amended or superseded prior to the date hereof by a subsequently filed Company SEC Document. None Company is in compliance in all material respects with the applicable provisions of (i) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder and (ii) the applicable listing and corporate governance rules and regulations of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law Nasdaq National Market. (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the b) The financial statements of Company, including the Company notes thereto, included in the Company SEC Documents (collectively, the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements thereto as of their respective dates, and have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during GAAP applied on a basis consistent throughout the periods involved and indicated. 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 consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as set forth in the financial statements . (c) Company maintains a system of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than internal accounting controls sufficient to provide reasonable assurance that: (i) liabilities incurred transactions are executed in the ordinary course of business, and accordance with management’s general or specific authorizations; (ii) obligations under contracts transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and commitments incurred to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) Since June 3, 2005, Company has not received from its independent auditors any oral or written notification of a (x) “reportable condition” or (y) “material weakness” in Company’s internal controls. For purposes hereof, the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the ordinary course Statements of business and not required under generally accepted accounting principles to be reflected Auditing Standards 60, as in such financial statements, which, individually or in effect on the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Actdate hereof.

SEC Documents; Financial Statements. The Company Frontier has made available (to the extent not available to the public on the SEC’s ▇▇▇▇▇ website) to ▇▇▇▇▇ each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Frontier with the SEC since December 31, 2007, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date of this Agreement (collectively, the “Frontier Reports”). Frontier has filed all reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC (all of the foregoing filed prior pursuant to the date hereof relevant securities statutes, regulations, policies and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to rules since such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documentstime. As of their respective dates, the SEC Documents complied Frontier Reports (i) were prepared in accordance with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations thereunder in all material respects with the requirements of the Securities Exchange Act of 1934, as amended and (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading at the time such statements were made. None Except for the Subsidiaries of Frontier that guarantee Frontier’s outstanding 8.50% Senior Notes and 6.875% Senior Notes, none of the statements made in any such SEC Documents is, or has been, Subsidiaries of Frontier is required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent make any filings prior with the date hereof)SEC. As of their respective dates, the financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the SEC Documents complied as to form in all material respects with applicable accounting requirements Frontier Reports (including the related notes and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and schedules) fairly present presents in all material respects the consolidated financial position of the Company Frontier and its consolidated Subsidiaries as of the dates thereof its date, and each of the consolidated statements of operations, cash flows and shareholders’ equity included in or incorporated by reference into the Frontier Reports (including any related notes and schedules) fairly presents in all material respects the results of their operations and consolidated operations, cash flows or changes in shareholders’ equity, as the case may be, of Frontier and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), and in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein, and except that the unaudited interim financial statements were or are subject to normal and recurring year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent adjustments which were not or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and are not required under generally accepted accounting principles expected to be reflected material in such financial statements, which, individually amount or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Acteffect.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documentsa) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective filing dates, each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”)), definitive proxy statement and other filings filed with or hereafter filed with the SEC Documents by Company (collectively, the “Company SEC Documents”) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or the “Exchange Act”), ) and the Securities Act and none of the Company SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Company SEC Document. None of the statements made in any such SEC Documents is, or has been, All documents required to be amended or updated under applicable law (except for such statements filed as exhibits to the Company SEC Documents have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the so filed. (b) The financial statements of Company, including the Company notes thereto, included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements (the “Company Financial Statements”) fairly present the financial condition and the published rules and regulations results of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position operations of the Company and its consolidated Subsidiaries subsidiaries in all material respects as of the their respective dates thereof and the consolidated results of their operations and cash flows for the periods then ended indicated therein, in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (subjectexcept as may be indicated in the notes thereto or, in the case of unaudited statements, to normal yearincluded in Quarterly Reports on Form 10-end audit adjustmentsQ, as permitted by Form 10-Q of the SEC). Except There has been no change in Company accounting policies except as set forth described in the financial statements of notes to the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 ActFinancial Statements.

SEC Documents; Financial Statements. The Company (a) Schlumberger has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and any amendments thereto) required to be so filed or furnished by it with the SEC since January 1, 2006 (all of collectively, the foregoing “Schlumberger Reports”) and has made available to ▇▇▇▇▇ each such document it has so filed prior or furnished, in the form filed with or furnished to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (SEC. No Subsidiary of Schlumberger is required to file any registration statement, prospectus, report, schedule, form, statement or any other than exhibits document with the SEC. No Subsidiary of Schlumberger is, or since January 1, 2006 has been, subject to such documents) incorporated by reference therein, being hereinafter referred any requirement to herein as file periodic reports under the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documentsExchange Act. As of their respective datesdates (or, if amended, as of the date of such amendment), the SEC Documents Schlumberger Reports complied in all material respects with the applicable requirements of the Exchange Act, the Securities Exchange Act and the rules and regulations thereunder and complied in all material respects with applicable accounting standards. As of 1934their respective dates (or, if amended, as amended (“1934 Act” or “Exchange Act”of the date of such amendment), and none of the SEC Documents, at the time they were filed with the SEC, contained Schlumberger Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None . (b) Each of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company consolidated balance sheets included in or incorporated by reference into the SEC Documents complied as to form Schlumberger Reports (including the related notes and schedules) fairly presents, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principlesrespects, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company Schlumberger and its consolidated Subsidiaries as of the dates thereof its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Schlumberger Reports (including any related notes and schedules) fairly presents, in all material respects, the results of their operations and operations, cash flows or changes in stockholders’ equity, as the case may be, of Schlumberger and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to (i) such exceptions as may be permitted by Form 10-Q of the SEC and (ii) normal year-end audit adjustmentsadjustments which have not been and are not expected to be material). Except , in each case in accordance with GAAP consistently applied during the periods involved, except as set forth in the financial statements may be noted therein. (c) There are no liabilities or obligations of the Company included in the SEC DocumentsSchlumberger or any of its Subsidiaries (whether accrued, the Company has no liabilitiesabsolute, contingent or otherwiseotherwise and whether or not required to be disclosed) that would reasonably be required to be reflected on, or reserved against in, a balance sheet of Schlumberger or in the notes thereto prepared in accordance with GAAP, other than liabilities or obligations to the extent (i) liabilities incurred (A) reflected or reserved against on the consolidated balance sheet of Schlumberger or (B) readily apparent in the ordinary course of businessnotes thereto, and in each case included in Schlumberger’s annual report on Form 10-K for the year ended December 31, 2009, (ii) liabilities or obligations under contracts and commitments incurred in the ordinary course of business since December 31, 2009 or (iii) liabilities or obligations which have not had and would not required under generally accepted accounting principles reasonably be expected to be reflected in such financial statements, whichhave, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Acta Schlumberger Material Adverse Effect.

SEC Documents; Financial Statements. The (a) Since December 31, 2018 (the “Applicable Date”), the Company has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, forms, statements and other documents required to be filed by it with or furnished under the SEC Securities Act or the Exchange Act, respectively, (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial such forms, reports, certifications, schedules, statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as collectively, the “Company SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, each of the Company SEC Documents complied Documents, as amended, complied, or if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1934and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC DocumentsDocuments contained, at when filed (or, if amended prior to the time they were date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SECSEC subsequent to the date of this Agreement, contained will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law . (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the b) The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied, or, in the case of Company SEC Documents complied as to form filed after the date of this Agreement, will comply in all material respects respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , were, or, in the case of Company SEC Documents filed after the date of this Agreement, will be prepared in accordance with United States generally accepted accounting principles, consistently applied, principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the consolidated case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the cash flows of the Company and its consolidated Subsidiaries for the periods then ended presented therein. (subjectc) The Company 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, in including its Subsidiaries, is made known to the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in chief executive officer and the chief financial statements officer of the Company included by others within those entities in connection with the reports it files under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all information required to be disclosed in any Company SEC Documents are recorded, processed, summarized and reported within the time periods specified in the SEC Documentsrules and forms of the SEC, and further designed and maintained to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company has no liabilities, contingent or otherwise, other than financial statements for external purposes in accordance with GAAP. There (i) liabilities incurred is no significant deficiency or material weakness in the ordinary course design or operation of businessinternal control over financial reporting utilized by the Company or its Subsidiaries, and (ii) obligations under contracts is not, and commitments incurred in the ordinary course of business and since January 1, 2019 there has not required under generally accepted accounting principles to be reflected in such financial statementsbeen, whichany illegal act or fraud, individually whether or in the aggregatenot material, are not material to the financial condition that involves management or operating results employees of the Company. The Company or its Subsidiaries and (iii) is subject to not, and since January 1, 2019 there has not been, any “extensions of credit” (within the reporting requirements meaning of Section 402 of the 1934 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) 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.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver (which may be performed electronically, at the election of the Company) to the Purchaser Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, to the best knowledge and belief of the Company, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 1934 Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the SEC promulgated thereunder applicable to the SEC Documents, and to the best knowledge and belief of the Company, none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, to the best knowledge and belief of the Company required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, to the best knowledge and belief of the Company the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of businessbusiness subsequent to March 31, 2013, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company (a) FBMS has filed or furnished all required reports, forms, schedules, forms, registration statements and other documents required to be filed by it with the SEC that it has been required to file or furnish since January 1, 2016 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC DocumentsFBMS Reports”). Upon written request the Company will deliver to the Purchaser true , and complete copies of the SEC Documents, except for such exhibits has paid all fees and incorporated documentsassessments due and payable in connection therewith. As of their respective datesdates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the SEC Documents FBMS Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and the rules and regulations of the SEC thereunder applicable to such FBMS Reports, and none of the SEC Documents, at the time they were FBMS Reports when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None As of the statements made date of this Agreement, no executive officer of FBMS has failed in any such respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC Documents iswith respect to any of the FBMS Reports. FBMS is eligible to use SEC Form S-3. (b) The consolidated financial statements of FBMS included (or incorporated by reference) in the FBMS Reports (including the related notes, or has beenwhere applicable) complied as to form, required to be as of their respective dates of filing with the SEC (or, if amended or updated under applicable law (except for such statements as have been amended or updated in superseded by a subsequent filings filing prior to the date hereof). As of their respective dates, the financial statements as of the Company included in the SEC Documents complied as to form date of such subsequent filing), in all material respects respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended thereto (subjectexcept, in the case of unaudited statements, to normal year-end audit adjustmentsas permitted by the rules of the SEC). Except , have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as set forth may be disclosed therein), and fairly present, in all material respects, the financial consolidated balance sheets of FBMS and its Subsidiaries and the consolidated statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwiseincome, other than comprehensive income, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of FBMS and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. (ic) liabilities incurred FBMS (x) has established and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the ordinary course of businessExchange Act) as required by Rule 13a-15 under the Exchange Act, and (iiy) obligations under contracts has disclosed, based on its most recent evaluation, to its outside auditors and commitments incurred the audit committee of FBMS’s board of directors (A) all significant deficiencies and material weaknesses in the ordinary course design or operation of business internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect FBMS’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in FBMS’s internal control over financial reporting. These disclosures were made in writing by management to FBMS’s auditors and audit committee. There is no reason to believe that FBMS’s outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material pursuant to the financial condition or operating results rules and regulations adopted pursuant to Section 404 of the Company. The Company is subject to the reporting requirements of the 1934 S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due.

SEC Documents; Financial Statements. The Company represents and warrants that: (i) As of the date hereof, the Company has filed all reports, schedules, forms, statements reports and other documents with the Securities and Exchange Commission (the “Commission”) that have been required to be filed by it with under applicable Laws (the “Company SEC (all Filings”), including the Annual Report of the foregoing filed prior to Company on Form 10-K for the fiscal year ended December 31, 2015, as amended through the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits of this Agreement. Each Company SEC Filing complied as of its filing date, as to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder (the “Securities Act”) or the Securities Exchange Act of 1934, as amended amended, and all of the rules and regulations promulgated thereunder (“1934 Act” or the “Exchange Act”), and none as the case may be, each as in effect on the date such Company SEC Filing was filed (and, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing). As of its filing date (and, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Documents, at the time they were filed with the SEC, contained Filing did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in Company’s subsidiaries is required to file any such forms, reports or other documents with the SEC Documents ispursuant to Sections 13(d) and 15(d) of the Exchange Act. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 and 906 of the Sarbanes Oxley Act of 2002 with respect to any Company SEC Filing. As of the date hereof, or has been, there are no transactions that have occurred that are required to be amended disclosed in the appropriate Company SEC Filings pursuant to Item 404 of Regulation S-K that have not been disclosed in the Company SEC Filings. The Company SEC Filings also include disclosure regarding the Company’s continued evaluation of strategic and business alternatives, including the possibility that the Company is engaged in ongoing discussions with respect to possible acquisitions, business combinations and debt or updated under applicable law equity securities offerings of widely varying sizes, which should be considered in addition to the information included on Exhibit A hereto regarding the potential dilution to holders of the Common Stock that may result from the transactions described in this Agreement. (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the ii) The consolidated financial statements (including all related notes and schedules) of the Company and its subsidiaries included in the Company SEC Documents complied Filings and (collectively, the “Company Financial Statements”) (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principlesthereto and (ii) fairly present, consistently applied, during the periods involved and fairly present in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof indicated and the consolidated results of their operations and their cash flows for the periods then ended therein specified, all in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) throughout the periods therein specified (except as otherwise noted therein, and in the case of quarterly financial statements except for the absence of footnote disclosure and subject, in the case of unaudited statementsinterim periods, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course effect of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, whichwhich will not, individually or in the aggregate, are be material, and the absence of footnote disclosure that if presented, would not material to differ materially from those included in the financial condition or operating results of the Company. The audited Company is subject to the reporting requirements of the 1934 ActFinancial Statements).

SEC Documents; Financial Statements. The (a) Since January 1, 2017, the Company has timely filed or furnished with the SEC all forms, reports, schedulesschedules and statements (in each case, forms, statements including all appropriate exhibits and other documents schedules thereto) required to be filed by it with or furnished under the SEC Securities Act or the Exchange Act, respectively (all of the foregoing filed prior to the date hereof such forms, reports, schedules and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference thereinstatements, being hereinafter referred to herein as collectively, the “Company SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, each of the Company SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)the case may be, applicable to such Company SEC Documents, and none of the Company SEC DocumentsDocuments contained, at when filed or, if amended prior to the time they were filed date of this Agreement, as of the date of such amendment with the SECrespect to those disclosures that are amended, contained contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The Company has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company SEC Documents and the statements made contained in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for certifications were true and correct as of the date such statements as have been amended or updated in subsequent filings prior certifications were made. As of the date hereof), neither the Company nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of their respective datesthe date hereof, there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Company SEC Documents. As of the date hereof, to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements of the Company included in the Company SEC Documents Documents, including all notes and schedules thereto, complied as to form in all material respects respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , were prepared in accordance with United States generally accepted accounting principles, consistently applied, principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the consolidated case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the cash flows of the Company and its consolidated Subsidiaries for the periods then ended presented therein. (subjectc) The Company 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, in including its Subsidiaries, is made known to the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in chief executive officer and the chief financial statements officer of the Company included by others within those entities in connection with the reports it files under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all information required to be disclosed in any Company SEC Documents are recorded, processed, summarized and reported within the time periods specified in the SEC Documentsrules and forms of the SEC, and further designed and maintained to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company has no liabilities, contingent or otherwise, other than financial statements for external purposes in accordance with GAAP. There (i) liabilities incurred is no significant deficiency or material weakness in the ordinary course design or operation of businessinternal control over financial reporting utilized by the Company or its Subsidiaries, (ii) is not, and since January 1, 2017 there has not been, any illegal act or fraud, whether or not material, that involves management or employees of the Company or its Subsidiaries, and (iiiii) obligations under contracts is not, and commitments incurred in since January 1, 2017 there has not been, any “extensions of credit” (within the ordinary course meaning of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results Section 402 of the Company. The Company is subject ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to the reporting requirements any executive officer of the 1934 Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries.

SEC Documents; Financial Statements. The Company has (1) Since August 1, 2008, Acquiror and its Subsidiaries have filed all reports, schedulesregistrations, forms, and statements and other documents they were required to be file with the SEC under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including, but not limited to Acquiror’s Annual Reports on Form 10-K, Forms 10-Q, Form 8-K, registration statements, definitive proxy statements, and information statements (collectively, the “Acquiror SEC Documents”). Acquiror has provided or made available via ▇▇▇▇▇ to the Company copies of the Acquiror SEC Documents, each in the form (including exhibits and any amendments thereto) filed by it with the SEC (all or, if not so filed, in the form used or circulated). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement) each of the foregoing Acquiror SEC Documents, including the Acquiror Financial Statements, exhibits, and schedules thereto, filed or circulated prior to the date hereof complied (and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as each of the “Acquiror SEC Documents”). Upon written request the Company will deliver Documents filed prior to the Purchaser true Merger will materially comply) as to form with applicable Securities Laws and complete copies did not (or, in the case of reports, statements, or circulars filed after the SEC Documentsdate of this Agreement, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None . (2) Each of Acquiror’s and Acquiror’s Subsidiaries’ consolidated and separate financial statements or balance sheets included in or incorporated by reference into the statements made Acquiror SEC Documents, including the related notes and schedules, fairly presented (or, in any such the case of Acquiror SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior filed after the date hereof). As of their respective datesthis Agreement, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and will fairly present in all material respects present) the consolidated and separate financial position condition of the Company Acquiror and its consolidated Subsidiaries as of the dates thereof date of such statement of financial condition or balance sheet and each of the consolidated and separate statements of income, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Acquiror SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the “Acquiror Financial Statements”), fairly presented (or, in the case of Acquiror SEC Documents filed after the date of this Agreement and prior to the Merger, will fairly present) the separate and consolidated results of their operations and operations, cash flows and stockholders’ equity, as the case may be, of Acquiror and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). , in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except that such unaudited statements include no notes). (3) Except as disclosed in the Acquiror Financial Statements or as set forth in the financial statements Section 4.3(g) of the Company included in the SEC DocumentsAcquiror Disclosure Schedule, the Company none of Acquiror or any of its Subsidiaries has no liabilitiesany liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) whether or not required to be recorded or reflected by GAAP to be set forth on a consolidated balance sheet of Acquiror and its consolidated subsidiaries or in the notes thereto, other than (i) liabilities incurred in the ordinary course of business, and (ii) or obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or consistent with past practice since the date of the most recent Acquiror Financial Statements included in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 ActAcquiror SEC Documents.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver (which may be performed electronically, at the election of the Company) to the Purchaser Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, to the best knowledge and belief of the Company, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 1934 Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the SEC promulgated thereunder applicable to the SEC Documents, and to the best knowledge and belief of the Company, none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, to the best knowledge and belief of the Company required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, to the best knowledge and belief of the Company the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of businessbusiness subsequent to June 30, 2013, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The (a) Since December 31, 2018 (the “Applicable Date”), the Company has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, forms, statements and other documents required to be filed by it with or furnished under the SEC Securities Act or the Exchange Act, respectively (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial such forms, reports, certifications, schedules, statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as collectively, the “Company SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, each of the Company SEC Documents complied Documents, as amended, complied, or if not yet filed or furnished, will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1934and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC DocumentsDocuments contained, at when filed (or if amended, prior to the time they were date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SECSEC subsequent to the date of this Agreement, contained will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law . (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the b) The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied, or, in the case of Company SEC Documents complied as to form filed after the date of this Agreement, will comply in all material respects respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , were, or, in the case of Company SEC Documents filed after the date of this Agreement, will be prepared in accordance with United States generally accepted accounting principles, consistently applied, principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the consolidated case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the cash flows of the Company and its consolidated Subsidiaries for the periods then ended presented therein. (subjectc) The Company has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by Parent in the case of unaudited statements, reports that it files or submits under the Exchange Act is accumulated and communicated to normal year-end audit adjustments). Except as set forth the Company’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act utilized by the Company or its Subsidiaries, (ii) is not, and since January 1, 2020 there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls, and (iii) is not, and since January 1, 2020 there has not been, any “extensions of credit” (within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer of the Company included (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. The principal executive officer and the principal financial officer of the Company have made all certifications required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Company SEC Documents, and the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected statements contained in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results certifications were complete and correct as of the Company. The Company is subject to the reporting requirements of the 1934 Actdates they were made.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a ofa material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company (a) Since January 1, 1999, CTI has timely filed with the SEC all required reports, schedules, forms, statements forms and other documents required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents were prepared in accordance and complied in all material respects with the requirements of the Securities Act and the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, Documents contained any untrue untrue, incorrect or incomplete statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document filed and publicly available prior to the date of this Agreement, none of the statements made in any such SEC Documents iscontains any untrue, incorrect or has been, incomplete statement of a material fact or omits to state any material fact required to be amended stated therein or updated necessary in order to make the statements therein, in light of the circumstances under applicable law which they were made, not misleading. None of CTI’s subsidiaries is required to file any reports, forms or other documents with the SEC. (except for such statements as have been amended or updated in subsequent filings prior b) Each of the date hereof). As of their respective dates, the consolidated financial statements of the Company included (including, in each case, any related notes thereto) contained in the SEC Documents (the “CTI Financial Statements”), including each SEC Document filed after the date hereof until the Closing: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , (ii) were prepared in accordance with United States generally accepted accounting principles, consistently applied, during principles (“US GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act), and (iii) fairly present presented in all material respects the consolidated financial position of the Company CTI and its consolidated Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of their CTI’s operations and cash flows for the periods then ended (subject, indicated. The audited financial statements of CTI included in the case SEC Documents have been duly audited by Ernst & Young LLP in accordance with Applicable Laws. Except as required by US GAAP, CTI has not, since December 31, 2002, made any change in the accounting practices or policies applied in the preparation of unaudited statementsthe CTI Financial Statements. The balance sheet of CTI contained in the SEC Documents dated as of March 31, 2003 is hereinafter referred to normal year-end audit adjustments)as the “CTI Balance Sheet” and March 31, 2003 is hereinafter referred to as the “CTI Balance Sheet Date.” The books and records of CTI and its subsidiaries have been, and are being, maintained in all material respects in accordance with US GAAP and other applicable legal and accounting requirements. Except as set forth in on the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) CTI Financial Statements and for liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, whichconsistent with past practice since the CTI Balance Sheet Date that are not, individually or in the aggregate, are not material to CTI, CTI has (i) no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by US GAAP to be recognized or disclosed on the financial condition CTI Financial Statements, and (ii) no liabilities or operating results obligations of any nature (whether accrued, contingent or otherwise) that, individually or in the aggregate, would be reasonably likely to have a material adverse effect on CTI. No basis exists that would require, and to CTI’s knowledge, no circumstances exist that would be reasonably likely to require CTI to restate any of the Company. The Company is subject to the reporting requirements of the 1934 ActCTI Financial Statements.

SEC Documents; Financial Statements. The Company (i) Purchaser has filed with the SEC all required reports, schedules, forms, statements and other documents required to be since its initial public offering (such reports, schedules, forms, statements and any other documents filed by it with the SEC (all of the foregoing filed and publicly available prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being of this Agreement are hereinafter referred to herein as the “"Purchaser SEC Documents”"). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As ; (ii) as of their respective dates, the Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities and Exchange Act of 1934, as amended (“1934 Act” or “the "Exchange Act”"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Purchaser SEC Documents, and none of the Purchaser SEC Documents, at the time they were filed with the SEC, Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law ; and (except for such statements iii) as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the consolidated financial statements of the Company Purchaser and its predecessors included in the Purchaser SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with United States generally accepted accounting principles, consistently applied, GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present present, in all material respects respects, the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries (or its predecessors and their respective consolidated Subsidiaries) as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Common Stock of the Company is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “1934 Act”), and the Company has, since January 1, 2014, timely filed (or has received a valid extension of such time of filing and has filed any such reports prior to the expiration of any such extension) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) including filings incorporated by reference therein, therein being hereinafter referred to herein as the “SEC Documents”). Upon written request At the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As times of their respective datesfilings, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 1934 Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none the rules and regulations of the SEC Documentspromulgated thereunder. The SEC Documents did not, at the time they were filed with the SECand do not, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect theretoSEC. Such financial statements have been prepared in accordance with United States U.S. generally accepted accounting principles, consistently applied, principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the footnotes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The During the preceding 12 months, the Company has filed all SEC Documents required to be filed by it with the SEC pursuant to the Exchange Act, and all such filings have been made on a timely basis (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act). “SEC Documents” means all reports, schedules, forms, statements and other documents required to be filed by it the Company with the SEC (all of the foregoing filed prior pursuant to the date hereof Exchange Act, including, without limitation, the Current Report, each Registration Statement, as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto, and all exhibits included therein information contained in such filings and financial statements all documents and schedules thereto and documents (other than exhibits to such documents) disclosures that have been or may in the future be incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the The Company will deliver has delivered or made available to the Purchaser Investor through the SEC’s website at h▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and complete copies of the SEC Documents, except for as applicable. Except as disclosed in amendments or subsequent filings to the SEC Documents, as of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such exhibits and incorporated documents. As amended or superseded filing), each of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934or the Securities Act, as amended (“1934 Act” or “Exchange Act”)applicable, and none the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, at the time they were filed with the SEC, contained and did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company (a) FBMS has filed or furnished all required reports, forms, schedules, forms, registration statements and other documents required to be filed by it with the SEC that it has been required to file or furnish since January 1, 2019 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC DocumentsFBMS Reports”). Upon written request the Company will deliver to the Purchaser true ) and complete copies of the SEC Documents, except for such exhibits has paid all fees and incorporated documentsassessments due and payable in connection therewith. As of their respective datesdates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the SEC Documents FBMS Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and the rules and regulations of the SEC thereunder applicable to such FBMS Reports, and none of the SEC Documents, at the time they were FBMS Reports when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None As of the statements made date of this Agreement, no executive officer of FBMS has failed in any such respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC Documents iswith respect to any of the FBMS Reports. FBMS is eligible to use SEC Form S-3. (b) The consolidated financial statements of FBMS (or incorporated by reference) included (or incorporated by reference) in the FBMS Reports (including the related notes, or has beenwhere applicable) complied as to form, required to be as of their respective dates of filing with the SEC (or, if amended or updated under applicable law (except for such statements as have been amended or updated in superseded by a subsequent filings filing prior to the date hereof). As of their respective dates, the financial statements as of the Company included in the SEC Documents complied as to form date of such subsequent filing), in all material respects respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended thereto (subjectexcept, in the case of unaudited statements, to normal year-end audit adjustmentsas permitted by the rules of the SEC). Except , have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as set forth may be disclosed therein), and fairly present, in all material respects, the financial consolidated balance sheets of FBMS and its Subsidiaries and the consolidated statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwiseincome, other than comprehensive income, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of FBMS and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. (ic) liabilities incurred FBMS (x) has established and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the ordinary course of businessExchange Act) as required by Rule 13a-15 under the Exchange Act, and (iiy) obligations under contracts has disclosed, based on its most recent evaluation, to its outside auditors and commitments incurred the audit committee of FBMS’s board of directors (A) all significant deficiencies and material weaknesses in the ordinary course design or operation of business internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect FBMS’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in FBMS’s internal control over financial reporting. These disclosures were made in writing by management to FBMS’s auditors and audit committee. There is no reason to believe that FBMS’s outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material pursuant to the financial condition or operating results rules and regulations adopted pursuant to Section 404 of the Company. The Company is subject S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2019, neither FBMS nor any of its Subsidiaries nor, to FBMS’s Knowledge, any director, officer, employee, auditor, accountant or representative of FBMS or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the reporting requirements accounting or auditing practices, procedures, methodologies or methods of the 1934 ActFBMS or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FBMS or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Documents; Financial Statements. The Company (a) FBMS has filed or furnished all required reports, forms, schedules, forms, registration statements and other documents required to be filed by it with the SEC that it has been required to file or furnish since January 1, 2019 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC DocumentsFBMS Reports”). Upon written request the Company will deliver to the Purchaser true ) and complete copies of the SEC Documents, except for such exhibits has paid all fees and incorporated documentsassessments due and payable in connection therewith. As of their respective datesdates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the SEC Documents FBMS Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and the rules and regulations of the SEC thereunder applicable to such FBMS Reports, and none of the SEC Documents, at the time they were FBMS Reports when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None As of the statements made date of this Agreement, no executive officer of FBMS has failed in any such respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC Documents iswith respect to any of the FBMS Reports. FBMS is eligible to use SEC Form S-3. (b) The consolidated financial statements of FBMS (or incorporated by reference) included (or incorporated by reference) in the FBMS Reports (including the related notes, or has beenwhere applicable) complied as to form, required to be as of their respective dates of filing with the SEC (or, if amended or updated under applicable law (except for such statements as have been amended or updated in superseded by a subsequent filings filing prior to the date hereof). As of their respective dates, the financial statements as of the Company included in the SEC Documents complied as to form date of such subsequent filing), in all material respects respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended thereto (subjectexcept, in the case of unaudited statements, to normal year-end audit adjustmentsas permitted by the rules of the SEC). Except , have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as set forth may be disclosed therein), and fairly present, in all material respects, the financial consolidated balance sheets of FBMS and its Subsidiaries and the consolidated statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwiseincome, other than comprehensive income, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of FBMS and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. (ic) liabilities incurred FBMS (x) has established and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the ordinary course of businessExchange Act) as required by Rule 13a-15 under the Exchange Act, and (iiy) obligations under contracts has disclosed, based on its most recent evaluation, to its outside auditors and commitments incurred the audit committee of FBMS’s board of directors (A) all significant deficiencies and material weaknesses in the ordinary course design or operation of business internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect FBMS’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in FBMS’s internal control over financial reporting. These disclosures were made in writing by management to FBMS’s auditors and audit committee. There is no reason to believe that FBMS’s outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material pursuant to the financial condition or operating results rules and regulations adopted pursuant to Section 404 of the Company. The Company is subject ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2019, neither FBMS nor any of its Subsidiaries nor, to FBMS’s Knowledge, any director, officer, employee, auditor, accountant or representative of FBMS or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the reporting requirements accounting or auditing practices, procedures, methodologies or methods of the 1934 ActFBMS or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FBMS or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC (all of Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the foregoing filed prior to three years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits or such shorter period as the Company was required by law to file such documentsmaterial) incorporated by reference therein, (the foregoing materials being hereinafter collectively referred to herein as the “"SEC Documents”). Upon written request " and, together with the Company will deliver Schedules to this Agreement the "Disclosure Materials") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the Purchaser true and complete copies expiration of the SEC Documents, except for any such exhibits and incorporated documentsextension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the Commission promulgated thereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None All material agreements to which the Company is a party or to which the property or assets of the statements made in any such Company are subject have been filed as exhibits to the SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof)required. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, ("GAAP") principles applied on a consistent basis during the periods involved involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). Except Since December 31, 1997, except as set forth in the financial statements of the Company included specifically disclosed in the SEC Documents, (a) there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect, (b) the Company has no liabilities, not incurred any liabilities (contingent or otherwise, ) other than (ix) liabilities incurred in the ordinary course of business, business consistent with past practice and (iiy) obligations under contracts and commitments incurred in the ordinary course of business and liabilities not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company's financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (c) the Company has not altered its method of accounting or the identity of its auditors and (d) except as set forth in Schedule 2.1(j), the Company has not declared or made any payment or distribution of cash or other property to its stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of its capital stock. The Company is subject to last filed audited financial statements with the reporting requirements of Commission on December 29, 1997, and has not received any comments from the 1934 ActCommission in respect thereof.

SEC Documents; Financial Statements. The Common Stock of the Company is registered pursuant to Section 12(g) of the Exchange Act. The Company has filed all reports, reports schedules, forms, statements and other documents required to be filed by it with under the SEC Exchange Act, including pursuant to Section 13, 14 or 15(d) thereof (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter collectively referred to herein as the “"SEC Documents”DOCUMENTS"). Upon written request the Company will deliver , on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. The Company has made available to each Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the SEC promulgated thereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). As All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of their respective datesthe Company or any Subsidiary are subject have been filed as exhibits to the SEC Documents to the extent required; neither the Company nor any of its Subsidiaries is in breach of any agreement where such breach, individually or in the aggregate, would have a Material Adverse Effect. The financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of businessbusiness subsequent to December 31, 2000 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company (1) Neon has filed all forms, reports, statements, schedules, forms, registration statements (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act) and other documents required to be filed by it with the SEC United States Securities and Exchange Commission (all of the foregoing “SEC”) since March 31, 2002 (such forms, reports, statements, schedules and other documents, including any such forms, reports, statements, schedules and other documents filed prior subsequent to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference thereinhereof, being hereinafter referred to herein as being, collectively, the “Neon SEC Documents”). Upon written request Neon has made available to InnerAccess and the Company will deliver InnerAccess Securityholders a true and complete copy of each Neon SEC Document filed with the SEC by Neon since March 31, 2002, and, prior to the Purchaser Closing Date, Neon will have furnished InnerAccess and the InnerAccess Securityholders with true and complete copies of any additional Neon SEC Documents filed with the SEC Documentsby Neon prior to the Closing Date. All documents required to be filed as exhibits to the Neon SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except for such exhibits and incorporated documents. As of their respective dates, as disclosed in the Neon SEC Documents and those which have expired in accordance with their terms, and neither Neon nor any of its subsidiaries is in default thereunder. The Neon SEC Documents (i) at the time they were filed or, if amended, as of the date of such amendment, complied in all material respects respects, and each report subsequently filed by Neon with the SEC will comply in all material respects, with all applicable requirements of the Securities Act or the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and none of the SEC Documentsrules and regulations promulgated thereunder, each as in effect on the date so filed, and (ii) did not or will not, at the time they were filed with or will be filed, or, if amended, as of the SECdate of such amendment, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None No Subsidiary of Neon is required to file any form, report or other document with the SEC. Except as set forth in the Neon Disclosure Schedule, Neon has not received any non-routine inquires or interrogatories, whether in writing or otherwise, from the SEC, the Nasdaq Stock Market or any other Governmental Authority or, to the Knowledge of Neon, been the subject of any investigation, audit, review or hearing by or in front of such persons, in each case with respect to any of the statements made in Neon SEC Documents or any of the information contained therein. True and complete copies of any such written inquiries or interrogatories have been furnished to InnerAccess, and InnerAccess has otherwise been made aware of any such oral inquiries or interrogatories, investigations, audits, reviews or hearings. The financial statements of Neon, including the notes thereto, included in the Neon SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements the “Neon Financial Statements”) are complete and correct in all material respects as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements thereto as of their respective dates, and have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during U.S. GAAP applied on a basis consistent throughout the periods involved indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements included in the Neon SEC Documents, as permitted by Form 10-Q under the Exchange Act). The Neon Financial Statements fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated condition, operating results of their operations and cash flows for of Neon and its subsidiaries at the dates and during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). There has been no change in Neon accounting policies except as described in the notes to the Neon Financial Statements. Except as and to the extent set forth in the financial statements of the Company included in the Neon SEC Documents, the Company none of Neon nor any of its Subsidiaries has no liabilitiesany liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), other than (i) liabilities incurred in each case that is required by US GAAP to be set forth on a consolidated balance sheet of Neon or in the ordinary course of businessnotes thereto, except for liabilities and (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice since March 31, 2002, and that would not required under generally accepted accounting principles reasonably be expected to be reflected have a Material Adverse Effect on Neon. (2) Except as set forth in such financial statementsNeon SEC Documents from December 31, which, individually or 2003 through the date hereof (i) there has not been any Material Adverse Change in the aggregateBusiness, are not material to the operations, properties, Assets, Liabilities, condition (financial condition or operating other), results of operations or prospects of Neon and its Subsidiaries, taken as a whole, and (ii) Neon and its Subsidiaries have conducted their Businesses only in the Company. The Company is subject to ordinary course and in a manner consistent with past practice and Neon and its Subsidiaries have not taken any action that, if taken after the reporting requirements date of this Agreement, would constitute a breach of the 1934 Actcovenants set forth in Section 5.3.

SEC Documents; Financial Statements. The Since July 1, 2001, the Company has timely filed with the SEC all reports, schedules, forms, statements required reports and forms and other documents required to be filed by it with (the "COMPANY SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”DOCUMENTS"). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dateseffective dates or dates of filing, as the case may be, for Company SEC Documents filed under the Securities Act or the Exchange Act, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)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, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the The financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with United States generally accepted accounting principlesprinciples (except, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)ended. Except as set forth in the financial statements Company SEC Documents filed prior to the date of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) this Agreement and publicly available and except for liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not consistent with past practice since the date of the most recent balance sheet included in the Company SEC Documents, neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required under by generally accepted accounting principles to be reflected in such financial statements, which, individually set forth on a balance sheet of the Company and its consolidated subsidiaries or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Actnotes thereto.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC Securities Exchange Act of 1934, as amended (all of the foregoing filed prior "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits or such shorter period as the Company was required by law to file such documentsmaterial) incorporated by reference therein, (the foregoing materials being hereinafter collectively referred to herein as the “"SEC Documents”). Upon written request " and, together with the Company will deliver Schedules to this Agreement, the "Disclosure Materials") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the Purchaser true and complete copies expiration of the SEC Documents, except for any such exhibits and incorporated documentsextension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the Commission promulgated thereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None All material agreements to which the Company is a party or to which the property or assets of the statements made in any such Company are subject have been filed as exhibits to the SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof)required. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principlesGAAP, consistently appliedexcept as may be otherwise specified in such financial statements or the notes thereto, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). Except Since September 30, 2000, except as set forth in the financial statements of the Company included specifically disclosed in the SEC Documents, (a) there has been no event, occurrence or development that has resulted or that could result in a Material Adverse Effect, (b) the Company has no liabilities, not incurred any liabilities (contingent or otherwise, ) other than (ix) liabilities incurred in the ordinary course of business, business consistent with past practice and (iiy) obligations under contracts and commitments incurred in the ordinary course of business and liabilities not required under generally accepted accounting principles to be reflected in such the Company's financial statementsstatements pursuant to GAAP or otherwise required to be disclosed in filings made with the Commission, which(c) the Company has not altered its method of accounting or the identity of its auditors and (d) the Company has not declared or made any payment or distribution of cash or other property to its stockholders or officers or directors (other than in compliance with existing compensation agreements or Company stock option plans) with respect to its capital stock, individually or purchased, redeemed (or made any agreements to purchase or redeem) any shares of its capital stock. Notwithstanding the foregoing, the Purchasers are aware that the Company has sold the assets of its Generic Distributors, Incorporated subsidiary and is completing the sale of its Superior Pharmaceutical subsidiary as described in the aggregateCompany's definitive proxy materials filed with the Commission on November 3, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act2000.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver (which may be performed electronically, at the election of the Company) to the Purchaser Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, to the best knowledge and belief of the Company ,the SEC Documents complied in all material respects with the requirements of the Securities Exchange 1934 Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the SEC promulgated thereunder applicable to the SEC Documents, and to the best knowledge and belief of the Company, none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, to the best knowledge and belief of the Company required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, to the best knowledge and belief of the Company the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of businessbusiness subsequent to September 30, 2012, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company represents and warrants that: (i) As of the date hereof, the Company has filed all reports, schedules, forms, statements reports and other documents with the Securities and Exchange Commission (the “Commission”) that have been required to be filed by it with under applicable Laws (the “Company SEC (all Filings”), including the Annual Report of the foregoing filed prior to Company on Form 10-K for the fiscal year ended December 31, 2015, as amended through the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits of this Agreement. Each Company SEC Filing complied as of its filing date, as to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder (the “Securities Act”) or the Securities Exchange Act of 1934, as amended amended, and all of the rules and regulations promulgated thereunder (“1934 Act” or the “Exchange Act”), and none as the case may be, each as in effect on the date such Company SEC Filing was filed (and, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing). As of its filing date (and, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Documents, at the time they were filed with the SEC, contained Filing did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in Company’s subsidiaries is required to file any such forms, reports or other documents with the SEC Documents ispursuant to Sections 13(d) and 15(d) of the Exchange Act. No executive officer of the Company has failed to make the certifications required by him or her under Section 302 and 906 of the Sarbanes Oxley Act of 2002 with respect to any Company SEC Filing. As of the date hereof, or has been, there are no transactions that have occurred that are required to be amended disclosed in the appropriate Company SEC Filings pursuant to US-DOCS\70476088 Item 404 of Regulation S-K that have not been disclosed in the Company SEC Filings. The Company SEC Filings also include disclosure regarding the Company’s continued evaluation of strategic and business alternatives, including the possibility that the Company is engaged in ongoing discussions with respect to possible acquisitions, business combinations and debt or updated under applicable law equity securities offerings of widely varying sizes, which should be considered in addition to the information included on Exhibit A hereto regarding the potential dilution to holders of the Common Stock that may result from the transactions described in this Agreement. (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the ii) The consolidated financial statements (including all related notes and schedules) of the Company and its subsidiaries included in the Company SEC Documents complied Filings and (collectively, the “Company Financial Statements”) (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principlesthereto and (ii) fairly present, consistently applied, during the periods involved and fairly present in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof indicated and the consolidated results of their operations and their cash flows for the periods then ended therein specified, all in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) throughout the periods therein specified (except as otherwise noted therein, and in the case of quarterly financial statements except for the absence of footnote disclosure and subject, in the case of unaudited statementsinterim periods, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course effect of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, whichwhich will not, individually or in the aggregate, are be material, and the absence of footnote disclosure that if presented, would not material to differ materially from those included in the financial condition or operating results of the Company. The audited Company is subject to the reporting requirements of the 1934 ActFinancial Statements).

SEC Documents; Financial Statements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and the Company is current with its filing obligations under the Exchange Act and has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (under the Exchange Act, and all of the foregoing filed prior to at any time or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the .” The Company will deliver to the Purchaser represents and warrants that true and complete copies of the SEC Documents are available on the SEC’s website (▇▇▇.▇▇▇.▇▇▇) at no charge to Buyers, and Buyers acknowledge that each of them may retrieve all SEC Documents from such website and each Buyer’s access to such SEC Documents through such website shall constitute delivery of the SEC Documents to Buyers; provided, however, that if any Buyer is unable to obtain any of such SEC Documents from such website at no charge, as result of such website not being available or any other reason beyond any Buyer’s control, then upon request from such Buyer, the Company shall deliver to such Buyer true and complete copies of such SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 and the Securities Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law Law (except for as such statements as have been amended or updated in subsequent filings prior to the date hereof, which amendments or updates are also part of the SEC Documents). As of their respective dates, the financial statements of the Company included in the SEC Documents (“Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto (except as such Financial Statements have been amended or updated in subsequent filings prior to the date hereof, which amendments or updates are also part of the SEC Documents). Such financial statements All of the Financial Statements have been prepared in accordance with United States generally accepted accounting principlesGAAP, consistently applied, during the periods involved (except: (i) as may be otherwise indicated in such Financial Statements or the notes thereto; or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in To the financial statements knowledge of the Company and its officers, no other information provided by or on behalf of the Company to the Buyers which is not included in the SEC DocumentsDocuments contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results light of the Company. The Company is subject to the reporting requirements of the 1934 Actcircumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. The Company has filed all reportsmade available to Buyer (including via the SEC’s E▇▇▇▇ system) a copy of each form, schedulesreport, formsstatement, statements schedule, prospectus, proxy, registration statement and other documents required to be document, if any, filed by it the Company with the SEC during the last twelve (all 12) calendar months from the date of this Agreement (the foregoing materials filed prior to or furnished by the date hereof Company under the Securities Act and all the Exchange Act, including the exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter collectively referred to herein as the “SEC Documents”). Upon written request , which SEC Documents, as of their respective filing dates, complied in all material respects with the Company will deliver requirements of the Securities Act and Exchange Act applicable to the Purchaser true SEC Documents and complete copies the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, except for and which SEC Documents the Company filed on a timely basis or has received a valid extension of such exhibits time of filing and incorporated documentshas filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)applicable, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of The Company has never been an issuer subject to Rule 144(i) under the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof)Securities Act. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company (a) BFC has filed all required reports, forms, schedules, forms, registration statements and other documents required to be filed by it with the SEC that it has been required to file since October 23, 2018 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC DocumentsBFC Reports”). Upon written request the Company will deliver to the Purchaser true , and complete copies of the SEC Documents, except for such exhibits has paid all fees and incorporated documentsassessments due and payable in connection therewith. As of their respective datesdates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the SEC Documents BFC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and the rules and regulations of the SEC thereunder applicable to such BFC Reports, and none of the SEC Documents, at the time they were BFC Reports when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None As of the statements made date of this Agreement, no executive officer of BFC has failed in any such respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC Documents iswith respect to any of the BFC Reports. (b) The consolidated financial statements of BFC (or incorporated by reference) included (or incorporated by reference) in the BFC Reports (including the related notes, or has beenwhere applicable) complied as to form, required to be as of their respective dates of filing with the SEC (or, if amended or updated under applicable law (except for such statements as have been amended or updated in superseded by a subsequent filings filing prior to the date hereof). As of their respective dates, the financial statements as of the Company included in the SEC Documents complied as to form date of such subsequent filing), in all material respects respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended thereto (subjectexcept, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in permitted by the financial statements rules of the Company included SEC), have been prepared in accordance with GAAP applied on a consistent basis during the SEC Documentsperiods involved (except as may be disclosed therein), and fairly present, in all material respects, the Company consolidated financial position of BFC and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of BFC and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. (c) BFC (x) has no liabilitiesestablished and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), contingent or otherwiserespectively, other than (iof Rule 13a-15 under the Exchange Act) liabilities incurred in as required by Rule 13a-15 under the ordinary course of businessExchange Act, and (iiy) obligations under contracts has disclosed, based on its most recent evaluation, to its outside auditors and commitments incurred the audit committee of BFC’s board of directors (A) all significant deficiencies and material weaknesses in the ordinary course design or operation of business internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect BFC’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in BFC’s internal control over financial reporting. These disclosures were made in writing by management to BFC’s auditors and audit committee. There is no reason to believe that BFC’s outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material pursuant to the financial condition or operating results rules and regulations adopted pursuant to Section 404 of the Company. The Company is subject ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2021, neither BFC nor any of its Subsidiaries nor, to BFC’s Knowledge, any director, officer, employee, auditor, accountant or representative of BFC or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the reporting requirements accounting or auditing practices, procedures, methodologies or methods of the 1934 ActBFC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that BFC or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Securities and Exchange Commission (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC DocumentsCommission”). Upon written request the Company will deliver to the Purchaser true ) under Sections 13, 14(a) and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements 15(d) of the Securities Exchange Act of 1934, as amended (“1934 Act” or the “Exchange Act”), in the two years preceding the Effective Date on a timely basis, except where the failure to file on a timely basis would not reasonably be expected to affect the Company’s ability to sell and none issue the Shares and carry out and perform all of its obligations under the Transaction Documents. As of their respective filing dates (or, if amended prior to the date of this Agreement, when amended), all documents filed by the Company with the Commission (the “SEC Documents”) in the two years preceding the date hereof complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder. The Company is eligible to register its Common Stock for resale using Form S-3 promulgated under the Securities Act. None of the SEC Documents, at the time they were filed with the SEC, Documents as of their respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the The financial statements of the Company Company, together with the related notes and any supporting schedules thereto, included in the SEC Documents complied as to form (the “Financial Statements”) present fairly, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principlesrespects, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position condition, results of operations and cash flows of the Company and each of its consolidated Subsidiaries subsidiaries as of and at the dates thereof indicated 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). Except specified as set forth in the financial statements of the Company included dates and for the periods indicated. The Financial Statements and any supporting schedules have been prepared in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under conformity with generally accepted accounting principles to be reflected in such financial statements, which, individually or as applied in the aggregateUnited States (“GAAP”) applied on a consistent basis throughout the periods involved, are not material except as may be expressly stated in the related notes thereto. Ernst & Young, LLP, who have expressed their opinion with respect to the financial condition or operating results of Financial Statements (which term as used in this Agreement includes the Company. The Company related notes thereto) and any supporting schedules filed with the Commission, is subject to an independent registered public accounting firm as required by the reporting requirements of Securities Act and the 1934 Exchange Act.

SEC Documents; Financial Statements. The (a) Since January 1, 2017, the Company has timely filed or furnished with the SEC all forms, reports, schedulesschedules and statements (in each case, forms, statements including all appropriate exhibits and other documents schedules thereto) required to be filed by it with or furnished under the SEC Securities Act or the Exchange Act, respectively (all of the foregoing filed prior to the date hereof such forms, reports, schedules and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference thereinstatements, being hereinafter referred to herein as collectively, the “Company SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, each of the Company SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)the case may be, applicable to such Company SEC Documents, and none of the Company SEC DocumentsDocuments contained, at when filed or, if amended prior to the time they were filed date of this Agreement, as of the date of such amendment with the SECrespect to those disclosures that are amended, contained contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None The Company has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company SEC Documents and the statements made contained in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for certifications were true and correct as of the date such statements as have been amended or updated in subsequent filings prior certifications were made. As of the date hereof), neither the Company nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of their respective datesthe date hereof, there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Company SEC Documents. As of the date hereof, to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements of the Company included in the Company SEC Documents Documents, including all notes and schedules thereto, complied as to form in all material respects respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , were prepared in accordance with United States generally accepted accounting principles, consistently applied, principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the consolidated case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the cash flows of the Company and its consolidated Subsidiaries for the periods then ended presented therein. (subjectc) The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), which are effective (as such term is used in Rule 13a-15(b) of the case of unaudited statementsExchange Act) to ensure that material information relating to the Company, including its Subsidiaries, is made known to normal year-end audit adjustments). Except as set forth in the chief executive officer and the chief financial statements officer of the Company included by others within those entities in connection with the SEC Documents, reports it files under the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Exchange Act.

SEC Documents; Financial Statements. The With the exception of its Transition Report on Form 10-KT, its amended Current Report on a Form 8-K filed with SEC on January 17, 2013 and its Quarterly Report on the From 10-Q filed with the SEC on August 22, 2012, during the past two years, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 1934 Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of businessbusiness subsequent to March 31, 2013, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. (i) The Company has filed with the SEC all reports, schedules, forms, statements reports and forms and other documents required to be filed by it with pursuant to relevant United States securities statutes, regulations, policies and rules (the "SEC (DOCUMENTS"), all of the foregoing filed prior to the date hereof which have complied in all material respects with all applicable requirements of such statutes, regulations, policies and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documentsrules. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at except as revised or superseded by a later filed SEC Document, without regard to any amendments or filings after the time they were filed with the SECdate hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None In addition, nothing has come to the attention of the statements made Company since the date any SEC Document was filed that would have made, as of the filing date, any statement in any SEC Document untrue in a material respect, or that, if omitted to be stated as of the filing date, would have made the statements in such SEC Document, in light of the circumstances under which they were made, misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document filed and publicly available prior to the date of this Agreement, none of the SEC Documents is, contains any untrue statement of a material fact or has been, omits to state any material fact required to be amended stated therein or updated necessary in order to make the statements therein, in light of the circumstances under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof)which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principlesprinciples (except, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries 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 the omission of footnote information and normal year-end audit adjustmentsadjustments consisting of normal, recurring accruals that are not material). (ii) The books, records and accounts of the Company and its subsidiaries (A) have been maintained in accordance with good business practices on a basis consistent with prior years, (B) are stated in reasonable detail and accurately and fairly reflect in all material respects the transactions and dispositions of the assets of the Company and its subsidiaries and (C) accurately and fairly reflect in all material respects the basis for the Company's financial statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (D) transactions are executed in accordance with management's general or specific authorization; and (E) transactions are recorded as necessary (1) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements and (2) to maintain accountability for assets. (iii) Except as set forth in the financial statements SEC Documents filed prior to the date of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of businessthis Agreement, and (ii) except for liabilities and obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statementsconsistent with past practice since April 30, which1996, individually neither the Company nor any of its subsidiaries has any material liabilities or in the aggregateobligations of any nature (whether accrued, are not material to the financial condition absolute, contingent or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Actotherwise).

SEC Documents; Financial Statements. The Company Gateway has made available to Sillerman a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed all reportspursuant to Rule 424(b) of the Securities Act), schedulesdefinitive proxy statement, forms, statements and other documents required to be filings filed by it with the SEC Securities and Exchange Commission (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents “SEC”) by Gateway through January 12, 2004 (other than exhibits to such documents) incorporated by reference thereincollectively, being hereinafter referred to herein as the “Gateway SEC Documents”). Upon written request On January 12, 2004, Gateway filed a Form 15 suspending its requirement to file reports with the Company will deliver SEC under the Exchange Act. Gateway has delivered to Sillerman the Purchaser true audited financial statements of Gateway and complete copies its subsidiaries for each of the SEC Documentscalendar years ending December 31, except for such exhibits and incorporated documents2004 through December 31, 2010 (the “Gateway Financial Statements”). As of their respective filing dates, the Gateway SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 and the Securities Act” or “Exchange Act”), and none of the Gateway SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Gateway SEC Document. None of the statements made in any such SEC Documents is, or has been, Gateway’s subsidiaries is required to be amended file any forms, reports or updated under applicable law (except for such statements other documents with the SEC. The Gateway Financial Statements including the notes thereto, were complete and correct in all material respects as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements as of their respective dates, and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, GAAP applied on a basis consistent throughout the periods indicated and consistent with each other. The Gateway Financial Statements fairly present the consolidated financial condition and operating results of Gateway and its subsidiaries at the dates and during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. (1) The Company has filed all reportsprovided or made available to the Acquiror copies of each registration statement, schedulesoffering circular, formsreport, statements and other documents required to be definitive proxy statement or information statement filed by it the Company with the SEC or circulated by the Company from December 31, 1996 through the date of this Agreement and will promptly provide each such registration statement, offering circular, report, definitive proxy statement or information statement filed or circulated after the date hereof (collectively, the "Company SEC Documents"), each in the form (including exhibits and any amendments thereto) filed with the SEC (all or, if not so filed, in the form used or circulated). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the foregoing SEC Documents, including the financial statements, exhibits and schedules thereto, filed or circulated prior to the date hereof complied (and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies each of the SEC DocumentsDocuments filed after the date of this Agreement will comply) as to form with applicable Securities Laws and did not (or in the case of reports, except for such exhibits and incorporated documents. As statements, or circulars filed after the date of their respective datesthis Agreement, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None . (2) Each of the Company's consolidated statements made of financial condition or balance sheets included in any such or incorporated by reference into the SEC Documents, including the related notes and schedules, fairly presented (or, in the case of SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior filed after the date hereof). As of their respective datesthis Agreement, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and will fairly present in all material respects present) the consolidated financial position condition of the Company and its consolidated Subsidiaries as of the dates thereof date of such statement of financial condition or balance sheet and each of the consolidated statements of income, cash flows and changes in shareholders' equity included in or incorporated by reference into the SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "Company Financial Statements"), fairly presented (or, in the case of SEC Documents filed after the date of this Agreement, will fairly present) the consolidated results of their operations and operations, cash flows and shareholders' equity, as the case may be, of the Company and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth , in the financial statements of the Company included each case in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under accordance with generally accepted accounting principles consistently applied during the periods involved (except as may be noted therein and except that such unaudited statements include no notes). (3) Except as disclosed in the Financial Statements or the Company SEC Documents filed prior to be reflected in such financial statementsthe date of this Agreement, whichnone of the Company or any of its Subsidiaries has any liability or obligation (contingent or otherwise) that, individually or in the aggregate, are not material is reasonably likely to have a Material Adverse Effect on the Company. (4) The Company has delivered or made available to the financial condition or operating results Acquiror true and complete copies of the FOCUS Reports filed on Form X-17A-5 (the "Company FOCUS Reports") for the quarters ended March 31, 1999, June 30, 1999, September 30, 1999, December 31, 1999 and March 31, 2000 by each Subsidiary of the Company that is a "broker" or "dealer", as such terms are defined in Sections 2(a)(4) and 2(a)(5) of the Exchange Act (collectively, the "Company Broker-Dealer Subsidiaries"). Each Company FOCUS Report complied (and with respect to Company FOCUS Reports filed after the date hereof, will comply) at the date thereof with the rules and regulations of the SEC relating thereto and fairly presented (or will present, as the case may be) the information required to be presented therein pursuant to Rule 17a-5 under the Exchange Act. (h) Absence of Certain Changes. Since December 31, 1999, the business of the Company and its Subsidiaries has been conducted in the ordinary and usual course, consistent with past practice, and there has not been: (1) any event, occurrence, development or state of circumstances or facts which has had or is reasonably likely to have a Material Adverse Effect on the Company. The ; (2) any amendment of any term of any outstanding security of the Company is subject or any of its Subsidiaries or to the reporting requirements Company or any of its Subsidiaries' articles of incorporation or bylaws (or similar governing documents); (3) any (A) incurrence, assumption or guarantee by the Company or any of its Subsidiaries of any indebtedness for borrowed money, or (B) assumption, guarantee, endorsement or otherwise by the Company of any obligations of any other person, in each case, other than in the ordinary and usual course of business, consistent with past practice, and in amounts and on terms consistent with past practices; (4) any creation or assumption by the Company or any of its Subsidiaries of any Lien on any material asset other than in the ordinary and usual course of business consistent with past practices; (5) prior to or on the date hereof, any making of any loan in excess of $100,000, or aggregate loans in excess of $250,000, advance or capital contributions to or investment in any person, in each case, other than in the ordinary and usual course of business consistent with past practice; (6) any change in any accounting policies or practices by the Company or any of its Subsidiaries; or (7) any (A) employment, deferred compensation, severance, retirement or other similar agreement entered into with any director, officer, consultant, partner or employee of the 1934 ActCompany or any of its Subsidiaries (or any amendment to any such existing agreement), (B) grant of any severance or termination pay to any director, officer, consultant, partner or employee of the Company or any of its Subsidiaries, or (C) change in compensation or other benefits payable to any director, officer, consultant, partner or employee of the Company or any of its Subsidiaries, except, in each case, in the ordinary course of business or as required by Contract or applicable law with respect to employees of the Company or any of its Subsidiaries.

SEC Documents; Financial Statements. (a) The Company has filed all reports, schedules, forms, statements and other documents required furnished or made available to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser Parent a true and complete copies copy of the Company SEC DocumentsDocuments with respect to periods beginning on or after December 29, except for such exhibits 2002, and incorporated documentsending on the date hereof. As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 and the Securities Act” or “Exchange Act”), and none of the Company SEC DocumentsDocuments when filed, at and if amended or supplemented as of the time they were filed with the SECdate of such amendment or supplement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law . (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the b) The audited consolidated financial statements of the Company and unaudited interim consolidated financial statements included in the Company SEC Documents (collectively, the "COMPANY FINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements thereto as of their respective dates, and have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during GAAP applied on a basis consistent throughout the periods involved and indicated. As of the date of the filing thereof, the Company Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as set forth in . (c) Each of the principal executive officer and the principal financial statements officer of the Company included in (or each former principal executive officer and former principal financial officer of the Company, as applicable) has made all certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations p▇▇▇▇▇▇▇▇▇▇ ▇▇▇reunder and under the Exchange Act (collectively, the "SARBANES-OXLEY ACT") with respect to the Company SEC Documents, an▇ ▇▇▇ ▇▇▇▇▇▇▇ has furnished or made available to Parent a summary of any disclosure made by the Company's management to the Company's auditors and audit committee referred to in such certifications. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings ascribed to such terms in the Sarbanes-Oxley Act. (d) The Company has no liabilities, contingent or otherwise, other than and its Subsidiarie▇ ▇▇▇▇ ▇▇▇▇▇▇▇d and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company (i) liabilities incurred has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that material information required to be disclosed by the Company in the ordinary course of businessreports that the Company or such Subsidiary files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) obligations under contracts has disclosed and commitments incurred reported, based on its most recent evaluation of its internal control over financial reporting prior to the date hereof, to the Company's auditors and the audit committee of the Company Board (A) any significant deficiencies and material weaknesses in the ordinary course design or operation of business its internal control over financial reporting that are reasonably likely to adversely affect in any material respect the ability to record, process, summarize and report financial information and (B) any fraud, whether or not required under generally accepted accounting principles to be reflected in such financial statementsmaterial, which, individually that involves management or other employees who have a significant role in the aggregate, are not material Company's internal control over financial reporting. The Company has heretofore furnished or made available to the financial condition or operating results Parent complete and correct copies of the Company. The Company is subject 's final report to the reporting requirements audit committee of the 1934 ActCompany Board for the fiscal years ended January 1, 2005, and December 31, 2005, and all subsequent regular quarterly updates, in each case in respect of the matters described in clause (ii) of the immediately preceding sentence. (e) Except for matters resolved prior to the date hereof and except as described in Section 2.5(e) of the Company Disclosure Schedules, (i) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of the Company or of any 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 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 Company Board or any committee thereof or to the General Counsel or Chief Executive Officer of the Company. (f) As of the date of this Agreement, to the Knowledge of the Company, there is no applicable accounting rule, consensus or pronouncement that has been adopted by the SEC, the Financial Accounting Standards Board, the Emerging Issues Task Force or any similar body but that is not in effect as of the date of this Agreement that, if implemented, would reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Financial Statements. The With the exception of its Transition Report on Form 10-KT, its amended Current Report on a Form 8-K filed with SEC on January 17, 2013 and its Quarterly Report on the From 10-Q filed with the SEC on August 22, 2012, during the past two years, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 1934 Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of businessbusiness subsequent to September 30, 2013, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The (a) Except as set forth in Section 4.5(a) of the Company Disclosure Schedule, the Company has timely filed all reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC since January 1, 2003 (collectively, the "Company SEC Documents") pursuant to the federal securities Laws and the SEC rules and regulations thereunder, all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the which Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As as of their respective dates, the SEC Documents complied in all material respects with the all applicable requirements of the Securities Exchange Act of 19341933, as amended (“1934 the "Securities Act” or “"), the Exchange Act”), and none the rules and regulations promulgated thereunder. None of the Company SEC Documents, at the time they were filed with the SECincluding, without limitation, any financial statements or schedules included therein, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later dated Company SEC Document filed prior to the date hereof, none of the statements made in any such Company SEC Documents is, contains any untrue statement of a material fact or has been, omits to state any material fact required to be amended stated therein or updated necessary in order to make the statements therein, in light of the circumstances under applicable law (except for which they were made, not misleading, which statement or omission individually or in the aggregate would require an amendment, supplement or corrective filing to such statements as have been amended or updated in subsequent filings prior the date hereof)Company SEC Document. As of their respective datesthe date of this Agreement, to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. As of the date of this Agreement, the SEC has not notified the Company that any final responses to SEC comment are inadequate, insufficient or otherwise non-responsive. (b) The consolidated financial statements (including the related notes thereto) of the Company included in the Company SEC Documents (the "Financial Statements"), (i) as of their respective dates, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been thereto in effect at the time of filing, (ii) were prepared in accordance with United States generally accepted accounting principlesprinciples ("GAAP") applied on a basis consistent with prior periods (except as otherwise noted therein), consistently appliedand (iii) present fairly, during the periods involved and fairly present in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof their respective dates, and the consolidated results of their operations operations, changes in stockholders' equity and their cash flows for the periods then ended presented therein (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the The Company has no liabilities, contingent or otherwise, liabilities other than (i) liabilities incurred those disclosed in the Financial Statements filed with the SEC prior to the date hereof (excluding the notes to such Financial Statements), (ii) those arising in the ordinary course of business, and consistent with past practice, since September 30, 2005 (iiiii) obligations under contracts and commitments incurred those disclosed in Section 4.5(b) of the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, whichCompany Disclosure Schedules or (iv) that, individually or in the aggregate, are have not material had and would not reasonably be likely to have a Material Adverse Effect. (c) Section 4.5(c) of the Company Disclosure Schedule sets forth (i) as of January 31, 2006, (x) the aggregate principal amount of borrowings under the Amended and Restated Credit Agreement, dated September 29, 2003, as amended (the "Credit Agreement") and (y) the principal amount outstanding under the Promissory Note dated September 14, 2004 payable to Gaby A. Ajram and (ii) as of December 31, 2005, the outstanding capit▇▇ ▇▇▇▇e obligations of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries has indebtedness for borrowed money other than pursuant to the foregoing arrangements and neither the Company nor any of its Subsidiary guaranties any indebtedness of any Person other than of the Company or its Subsidiaries. (d) The Company's "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial condition and non-financial) required to be disclosed by the Company in the reports that it files or operating results submits under the Exchange Act is reported within the time periods specified in the rules and forms of the SEC. (e) The Company has disclosed to Parent, as of the date hereof, (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting known to management of the Company which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information and (B) any fraud known to management of the Company. The Company is subject to , whether or not material, that involves management or other employees who have a significant role in the reporting requirements of the 1934 ActCompany's internal controls over financial reporting.

SEC Documents; Financial Statements. (a) The Company has made available to Parent each registration statement, report, proxy statement, information statement or other document filed by the Company with the Securities and Exchange Commission (the “SEC”) since December 1, 2000, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (all of which are publicly available on the SEC’s E▇▇▇▇ system), and the Company has filed all reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. All such registration statements, forms, reports and other documents (all of including those that the foregoing filed prior to Company may file after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documentsuntil the Closing) incorporated by reference therein, being hereinafter are referred to herein as the “SEC Documents”). Upon written request the Company Reports.” The Company Reports were or will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documentsbe filed on a timely basis. As of their respective datesfiling times, the SEC Documents complied Company Reports (i) were or will be prepared in all material respects accordance with the applicable requirements of the Securities Exchange Act of 1934Act, as amended (“1934 Act” or “the Exchange Act”), The Nasdaq Stock Market and none of the SEC Documents, at the time they were filed rules and regulations thereunder and complied with the SEC, contained then applicable accounting requirements and (ii) did not or will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Each of the consolidated balance sheets included in or incorporated by reference into the SEC Documents complied as to form in all material respects with applicable accounting requirements Company Reports (including the related notes and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and schedules) fairly presents or will fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof its date and each of the consolidated statements of operations, cash flows and stockholders’ equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents or will fairly present in all material respects the results of their operations and operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods then ended set forth therein, in each case in accordance with accounting principles generally accepted in the U.S. (subject“GAAP”) consistently applied during the periods involved, except, in the case of unaudited statements, to normal for year-end audit adjustmentsadjustments and as otherwise may be noted therein. The consolidated, unaudited balance sheet of the Company as of May 31, 2004 is referred to herein as the “Company Balance Sheet.” (b) The Company’s annual financial statements for the years ended November 30, 2003, November 30, 2002 and November 30, 2001 have been audited by PricewaterhouseCoopers LLP (“PwC”), independent auditors of the Company, in accordance with generally accepted auditing standards. Except On July 22, 2004, the Company dismissed PwC as set forth in its independent auditors. At no time during the engagement of PwC as the Company’s independent auditors were there any (i) disagreements between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures or (ii) occurrences of any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K. (c) The Company has delivered to Parent true and complete copies of all management letters, if any, relating to any audit or review of the financial statements or books of the Company included and its Subsidiaries, and all letters or documentation, if any, relating to the Internal Controls or other accounting practices of the Company and its Subsidiaries. To the Company’s knowledge, there are no significant deficiencies or material weaknesses in the SEC Documents, design or operation of the Internal Controls of the Company has no liabilities, contingent and its Subsidiaries which have adversely affected or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of could adversely affect the Company’s and its Subsidiaries’ ability to record, process, summarize and report financial data. The Company is subject has reported to the reporting requirements Parent in writing any fraud, whether or not material, that involves management or other employees of the 1934 Company and its Subsidiaries who have a significant role in the Company’s and its Subsidiaries’ Internal Controls. “Internal Controls” has the same meaning as the term “internal control over financial reporting” which is defined in Rule 13a-15(f) under the Exchange Act.

SEC Documents; Financial Statements. The Company (a) FBMS has filed or furnished all required reports, forms, schedules, forms, registration statements and other documents required to be filed by it with the SEC that it has been required to file or furnish since January 1, 2016 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC DocumentsFBMS Reports”). Upon written request the Company will deliver to the Purchaser true , and complete copies of the SEC Documents, except for such exhibits has paid all fees and incorporated documentsassessments due and payable in connection therewith. As of their respective datesdates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the SEC Documents FBMS Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and the rules and regulations of the SEC thereunder applicable to such FBMS Reports, and none of the SEC Documents, at the time they were FBMS Reports when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None As of the statements made date of this Agreement, no executive officer of FBMS has failed in any such respect to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC Documents iswith respect to any of the FBMS Reports. FBMS is eligible to use SEC Form S-3. (b) The consolidated financial statements of FBMS (or incorporated by reference) included (or incorporated by reference) in the FBMS Reports (including the related notes, or has beenwhere applicable) complied as to form, required to be as of their respective dates of filing with the SEC (or, if amended or updated under applicable law (except for such statements as have been amended or updated in superseded by a subsequent filings filing prior to the date hereof). As of their respective dates, the financial statements as of the Company included in the SEC Documents complied as to form date of such subsequent filing), in all material respects respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended thereto (subjectexcept, in the case of unaudited statements, to normal year-end audit adjustmentsas permitted by the rules of the SEC). Except , have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as set forth may be disclosed therein), and fairly present, in all material respects, the financial consolidated balance sheets of FBMS and its Subsidiaries and the consolidated statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwiseincome, other than comprehensive income, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of FBMS and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. (ic) liabilities incurred FBMS (x) has established and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the ordinary course of businessExchange Act) as required by Rule 13a-15 under the Exchange Act, and (iiy) obligations under contracts has disclosed, based on its most recent evaluation, to its outside auditors and commitments incurred the audit committee of FBMS’s board of directors (A) all significant deficiencies and material weaknesses in the ordinary course design or operation of business internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect FBMS’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in FBMS’s internal control over financial reporting. These disclosures were made in writing by management to FBMS’s auditors and audit committee. There is no reason to believe that FBMS’s outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material pursuant to the financial condition or operating results rules and regulations adopted pursuant to Section 404 of the Company. The Company is subject S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (d) Since January 1, 2016, neither FBMS nor any of its Subsidiaries nor, to FBMS’s Knowledge, any director, officer, employee, auditor, accountant or representative of FBMS or any of its Subsidiaries has received, or otherwise had or obtained Knowledge of, any material complaint, allegation, assertion or claim regarding the reporting requirements accounting or auditing practices, procedures, methodologies or methods of the 1934 ActFBMS or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FBMS or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Documents; Financial Statements. The Common Stock of the Company is registered pursuant to Section 12(b) of the Exchange Act. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all Commission pursuant to the reporting requirements of the Exchange Act, including pursuant to Section 13, 14 or 15(d) thereof (the foregoing filed prior to the date hereof materials and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, therein being hereinafter collectively referred to herein as the “"SEC Documents”"). Upon written request the Company will deliver , on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the Purchaser true expiration of any such extension. The Company has delivered to each of the Purchasers or its representatives true, complete and complete accurate copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the Commission promulgated thereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None All agreements to which the Company or any Subsidiary is a party or to which the property or assets of the statements made in Company or any such SEC Documents is, or has been, Subsidiary are subject and which are required to be amended or updated under applicable law (except for such statements filed as exhibits to the SEC Documents have been amended or updated filed as exhibits to the SEC Documents as required and neither the Company nor any Subsidiary is in subsequent filings prior the date hereof)breach of any such agreement. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.the

SEC Documents; Financial Statements. The Company LBC, as of the date of signing, has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “"SEC Documents”"). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 1934 Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company LBC included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries LBC 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). Except LBC has no liabilities, contingent or otherwise, except as set forth in the financial statements of the Company LBC included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of businessbusiness subsequent to December 31, 2006 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 ActLBC.

SEC Documents; Financial Statements. The Common Stock of the Company is registered pursuant to Section 12(g) of the Exchange Act. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all Commission pursuant to the reporting requirements of the Exchange Act, including pursuant to Section 13, 14 or 15(d) thereof (the foregoing filed prior to the date hereof materials and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, therein being hereinafter collectively referred to herein as the “"SEC Documents”DOCUMENTS"). Upon written request the Company will deliver , on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the Purchaser true and complete copies expiration of the SEC Documents, except for any such exhibits and incorporated documentsextension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the Commission promulgated thereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None All agreements to which the Company or any of its Subsidiaries is a party or to which the property or assets of the statements made in Company or any such SEC Documents is, or has been, of its Subsidiaries are subject and which are required to be amended or updated under applicable law (except for such statements filed as exhibits to the SEC Documents have been amended or updated filed as exhibits to the SEC Documents as required and neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party is in subsequent filings prior the date hereof)breach of any such agreement. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.accounting

SEC Documents; Financial Statements. The With the exception of its Transition Report on Form 10-KT, its amended Current Report on a Form 8-K filed with SEC on January 17, 2013 and its Quarterly Report on the From 10-Q filed with the SEC on August 22, 2012, during the past two years, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 1934 Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of businessbusiness subsequent to June 30, 2013, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the ,dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company has (1) Since January 1, 2009, Acquiror and its Subsidiaries have filed all reports, schedulesregistrations, forms, and statements and other documents they were required to be file with the SEC under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including, but not limited to Acquiror’s Annual Reports on Form 10-K, Form 10-Q, Form 8-K, registration statements, definitive proxy statements, and information statements (collectively, the “Acquiror SEC Documents”). Acquiror has provided or made available via ▇▇▇▇▇ to the Company copies of the Acquiror SEC Documents, each in the form (including exhibits and any amendments thereto) filed by it with the SEC (all or, if not so filed, in the form used or circulated). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement) each of the foregoing Acquiror SEC Documents, including the Acquiror Financial Statements, exhibits, and schedules thereto, filed or circulated prior to the date hereof complied (and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as each of the “Acquiror SEC Documents”). Upon written request the Company will deliver Documents filed prior to the Purchaser true Merger will materially comply) as to form with applicable Securities Laws and complete copies did not (or, in the case of reports, statements, or circulars filed after the SEC Documentsdate of this Agreement, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None . (2) Each of Acquiror’s and Acquiror’s Subsidiaries’ consolidated and separate financial statements or balance sheets included in or incorporated by reference into the statements made Acquiror SEC Documents, including the related notes and schedules, fairly presented (or, in any such the case of Acquiror SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior filed after the date hereofof this Agreement). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and will fairly present in all material respects the consolidated and separate financial position condition of the Company Acquiror and its consolidated Subsidiaries as of the dates thereof date of such statement of financial condition or balance sheet and each of the consolidated and separate statements of income, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Acquiror SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the “Acquiror Financial Statements”), fairly presented (or, in the case of Acquiror SEC Documents filed after the date of this Agreement and prior to the Merger, will fairly present) the separate and consolidated results of their operations and operations, cash flows and stockholders’ equity, as the case may be, of Acquiror and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). , in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except that such unaudited statements include no notes). (3) Except as disclosed in the Acquiror Financial Statements or as set forth in the financial statements Section 4.3(g) of the Company included in the SEC DocumentsAcquiror Disclosure Schedule, the Company none of Acquiror or any of its Subsidiaries has no liabilitiesany liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) whether or not required to be recorded or reflected by GAAP to be set forth on a consolidated balance sheet of Acquiror and its consolidated subsidiaries or in the notes thereto, other than (i) liabilities incurred in the ordinary course of business, and (ii) or obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or consistent with past practice since the date of the most recent Acquiror Financial Statements included in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 ActAcquiror SEC Documents.

SEC Documents; Financial Statements. The Company (a) APNT has filed delivered or made available to Nano accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, formsforms and other documents filed by APNT with the SEC since May 15, statements 1996 (the "APNT SEC Documents"), other than those documents available on the SEC's website at ▇▇▇.▇▇▇.▇▇▇. Except as set forth on Section 7.7 of the APNT Disclosure Schedule, all material statements, reports, schedules, forms and other documents required to be have been filed by APNT or its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (all of the foregoing filed or, if amended or superseded by a filing prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to of this Agreement, then on the date of such documents) incorporated by reference thereinfiling), being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies each of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the APNT SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act of 1934(as the case may be) and, to APNT's Knowledge, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with filed, none of the SEC, APNT SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the statements made in any such ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the APNT SEC Documents is(collectively, or has been, required the "Certifications") are accurate and complete and comply as to be amended or updated under form and content with all applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof)Legal Requirements. As of their respective datesused in this Section 7.7, the term "file" and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) The consolidated financial statements of the Company included (including any related notes) contained or incorporated by reference in the APNT SEC Documents (the “APNT Financial Statements”): (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto. Such financial statements have been ; (ii) were prepared in accordance with United States generally accepted accounting principlesGAAP (except as may be indicated in the notes to such financial statements or, consistently appliedin the case of unaudited financial statements, during as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods involved indicated; and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries APNT Parties as of the respective dates thereof and the consolidated results of their operations and cash flows of the APNT Parties for the periods then ended covered thereby. (subjectc) APNT's auditor has at all times since March 1, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than 2012 been: (i) liabilities incurred a registered public accounting firm (as defined in Section 2(a)(12) of the ordinary course of business, and ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results Knowledge of APNT, "independent" with respect to APNT within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of APNT, in compliance with subsections (g) through (l) of Section 10A of the Company. The Exchange Act and the rules and regulations promulgated by the SEC and the Public Company is subject to the reporting requirements of the 1934 ActAccounting Oversight Board thereunder.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”’). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.. SPA - NGTF, Tl, 2017-03-16

SEC Documents; Financial Statements. The Company has (1) Since January 1, 2009, Acquiror and its Subsidiaries have filed all reports, schedulesregistrations, forms, and statements and other documents they were required to be file with the SEC under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including, but not limited to Acquiror’s Annual Reports on Form 10-K, Form 10-Q, Form 8-K, registration statements, definitive proxy statements, and information statements (collectively, the “ Acquiror SEC Documents “). Acquiror has provided or made available via EDGAR to the Company copies of the Acquiror SEC Documents, each in the form (including exhibits and any amendments thereto) filed by it with the SEC (all or, if not so filed, in the form used or circulated). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement) each of the foregoing Acquiror SEC Documents, including the Acquiror Financial Statements, exhibits, and schedules thereto, filed or circulated prior to the date hereof complied (and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as each of the “Acquiror SEC Documents”). Upon written request the Company will deliver Documents filed prior to the Purchaser true Merger will materially comply) as to form with applicable Securities Laws and complete copies did not (or, in the case of reports, statements, or circulars filed after the SEC Documentsdate of this Agreement, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None . (2) Each of Acquiror’s and Acquiror’s Subsidiaries’ consolidated and separate financial statements or balance sheets included in or incorporated by reference into the statements made Acquiror SEC Documents, including the related notes and schedules, fairly presented (or, in any such the case of Acquiror SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior filed after the date hereofof this Agreement). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and will fairly present in all material respects the consolidated and separate financial position condition of the Company Acquiror and its consolidated Subsidiaries as of the dates thereof date of such statement of financial condition or balance sheet and each of the consolidated and separate statements of income, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Acquiror SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the “ Acquiror Financial Statements “), fairly presented (or, in the case of Acquiror SEC Documents filed after the date of this Agreement and prior to the Merger, will fairly present) the separate and consolidated results of their operations and operations, cash flows and stockholders’ equity, as the case may be, of Acquiror and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). , in each case in accordance with GAAP consistently applied during the periods involved (except as may be noted therein and except that such unaudited statements include no notes). (3) Except as disclosed in the Acquiror Financial Statements or as set forth in the financial statements Section 4.3(g) of the Company included in the SEC DocumentsAcquiror Disclosure Schedule, the Company none of Acquiror or any of its Subsidiaries has no liabilitiesany liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) whether or not required to be recorded or reflected by GAAP to be set forth on a consolidated balance sheet of Acquiror and its consolidated subsidiaries or in the notes thereto, other than (i) liabilities incurred in the ordinary course of business, and (ii) or obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or consistent with past practice since the date of the most recent Acquiror Financial Statements included in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 ActAcquiror SEC Documents.

SEC Documents; Financial Statements. The Company has filed all quarterly and annual reports, and related schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The (a) Since December 31, 2021 (the “Applicable Date”), the Company has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, exhibits, schedules, forms, statements and other documents (and all amendments and supplements thereto) required to be filed by it with or furnished under the SEC Securities Act or the Exchange Act, respectively (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial such forms, reports, certifications, exhibits, schedules, statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as collectively, the “Company SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, each of the Company SEC Documents complied Documents, as amended or supplemented, complied, or if not yet filed or furnished, will comply as to form, in each case in all material respects respects, with the applicable requirements of the Securities Act, the Exchange Act of 1934and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and none the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents contained, at when filed or, if amended or supplemented prior to the time they were entry into this Agreement, as of the date of such amendment or supplement with respect to those disclosures that are amended, or if filed with or furnished to the SECSEC subsequent to the entry into this Agreement, contained will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the entry into this Agreement: (i) neither the Company nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications; (ii) there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Company SEC Documents; and (iii) to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or investigation. None of the statements made in any such SEC Documents is, or has been, Company’s Subsidiaries is required to be amended or updated under applicable law file periodic reports with the SEC pursuant to the Exchange Act. (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the b) The financial statements of the Company included (or incorporated by reference) in the Company SEC Documents, including all notes and schedules thereto, complied, or, in the case of Company SEC Documents complied as to form filed after the entry into this Agreement, will comply, in each case in all material respects respects, when filed or if amended or supplemented prior to the entry into this Agreement, as of the date of such amendment or supplement, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , and were, or, in the case of Company SEC Documents filed after the entry into this Agreement, will be, prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles, consistently applied, (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the consolidated case of the unaudited statements, to normal year-end adjustments) the financial position of the Company and its consolidated Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the cash flows of the Company and its consolidated Subsidiaries for the periods then ended presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, adjustments that are not material to any other adjustments described therein, including the notes thereto). (c) The Company has implemented and maintains disclosure controls and procedures and internal control over financial condition or operating results reporting (as such terms are defined in Rule 13a-15(e) and (f) of the Exchange Act), which are effective (as such term is used in Rule 13a-15(b) of the Exchange Act) in providing reasonable assurance that material information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities in connection with the reports it files under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed in any Company SEC Documents is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and further designed and maintained to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company financial statements for external purposes in accordance with GAAP. The There (i) is no significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company or its Subsidiaries, (ii) is subject not, and since the Applicable Date there has not been, to the reporting requirements knowledge of the 1934 Company, any illegal act or fraud, whether or not material, that involves management or employees who have significant roles in the internal control of the Company or its Subsidiaries and (iii) is not, and since the Applicable Date there has not been, any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) 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.

SEC Documents; Financial Statements. The Company has filed From the Closing Date until the first date on which no Loans remain outstanding (the period ending on such date, the “Reporting Period”), the Borrower shall timely (without giving effect to any extensions pursuant to Rule 12b-25 of the Exchange Act) file (or furnish, as applicable) all reports, schedules, forms, statements and other documents SEC Documents required to be filed by it with (or furnished to) the SEC (all of the foregoing filed prior pursuant to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to Exchange Act. None of such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dateswhen filed or furnished, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained shall contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not materially misleading. None of the All financial statements made included in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and shall fairly present in all material respects the consolidated financial position of the Company Borrower and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended presented and shall have been prepared in accordance with GAAP, consistently applied (subject, in the case of unaudited quarterly financial statements, to normal year-end audit adjustmentsadjustments that are not material individually or in the aggregate and lack of footnote disclosures). Except as set forth in Any audit or report of the Borrower’s independent certified public accountants on any financial statements of the Company included in the any such SEC Documents, the Company has no liabilities, contingent or otherwise, other than Document shall (i) liabilities incurred contain an opinion stating that such consolidated financial statements present fairly in all material respects the ordinary course consolidated financial position and results of businessoperations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods presented and have been prepared in conformity with GAAP applied on a basis consistent with prior years, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles include any explanatory paragraph expressing substantial doubt as to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Actgoing concern status.

SEC Documents; Financial Statements. The Company has filed all reportsand provided or made available to Parent a true and complete copy of each report, schedulesschedule, forms, statements registration statement and other documents definitive proxy statement required to be filed by it Company with the SEC since January 1, 1995 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “"Company SEC Documents”"). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their its respective dates, the each Company SEC Documents Document complied in all material respects with the requirements of the Securities Act or the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and none applicable to such Company SEC Document. None of the Company SEC Documents, at the time they were Documents when filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document filed and publicly available prior to the date of this Agreement, none of the statements made in any such Company SEC Documents is, contains any untrue statement of a material fact or has been, omits to state any material fact required to be amended stated therein or updated necessary in order to make the statements therein, in light of the circumstances under applicable law (except for such statements which they were made, not misleading. Except as have been amended or updated in subsequent filings prior set forth on Section 4.6 of the date hereof). As of their respective datesCompany Disclosure Schedule, the financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis ("GAAP") during the periods involved (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of at 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 and recurring year-end audit adjustmentsadjustments which are not material). Except as set forth in the financial statements Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed Company included in the SEC Documents"), the neither Company nor any subsidiary of Company has no liabilitiesany liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles by GAAP to be reflected in such financial statements, which, individually set forth on a consolidated balance sheet of Company and its subsidiaries or in the aggregate, are not material to the financial condition or operating results notes thereto. None of the Company. The subsidiaries of Company is is, or has at any time since January 1, 1997 been, subject to the reporting requirements of Sections 13(a) or 15(d) of the 1934 Exchange Act.

SEC Documents; Financial Statements. (1) The Company has filed all reportsprovided or made available to the Acquiror copies of each registration statement, schedulesoffering circular, formsreport, statements and other documents required to be definitive proxy statement or information statement filed by it the Company with the SEC or circulated by the Company from December 31, 1996 through the date of this Agreement and will promptly provide each such registration statement, offering circular, report, definitive proxy statement or information statement filed or circulated after the date hereof (collectively, the "COMPANY SEC DOCUMENTS"), each in the form (including exhibits and any amendments thereto) filed with the SEC (all or, if not so filed, in the form used or circulated). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the foregoing SEC Documents, including the financial statements, exhibits and schedules thereto, filed or circulated prior to the date hereof complied (and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies each of the SEC DocumentsDocuments filed after the date of this Agreement will comply) as to form with applicable Securities Laws and did not (or in the case of reports, except for such exhibits and incorporated documents. As statements, or circulars filed after the date of their respective datesthis Agreement, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None . (2) Each of the Company's consolidated statements made of financial condition or balance sheets included in any such or incorporated by reference into the SEC Documents, including the related notes and schedules, fairly presented (or, in the case of SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior filed after the date hereof). As of their respective datesthis Agreement, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and will fairly present in all material respects present) the consolidated financial position condition of the Company and its consolidated Subsidiaries as of the dates thereof date of such statement of financial condition or balance sheet and each of the consolidated statements of income, cash flows and changes in shareholders' equity included in or incorporated by reference into the SEC Documents, including any related notes and schedules (collectively, the foregoing financial statements and related notes and schedules are referred to as the "COMPANY FINANCIAL STATEMENTS"), fairly presented (or, in the case of SEC Documents filed after the date of this Agreement, will fairly present) the consolidated results of their operations and operations, cash flows and shareholders' equity, as the case may be, of the Company and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth , in the financial statements of the Company included each case in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under accordance with generally accepted accounting principles consistently applied during the periods involved (except as may be noted therein and except that such unaudited statements include no notes). (3) Except as disclosed in the Financial Statements or the Company SEC Documents filed prior to be reflected in such financial statementsthe date of this Agreement, whichnone of the Company or any of its Subsidiaries has any liability or obligation (contingent or otherwise) that, individually or in the aggregate, are not material is reasonably likely to have a Material Adverse Effect on the Company. (4) The Company has delivered or made available to the financial condition or operating results Acquiror true and complete copies of the Company. The Company is subject to FOCUS Reports filed on Form X-17A-5 (the reporting requirements "COMPANY FOCUS REPORTS") for the quarters ended March 31, 1999, June 30, 1999, September 30, 1999, December 31, 1999 and March 31, 2000 by each Subsidiary of the 1934 Company that is a "broker" or "dealer", as such terms are defined in Sections 2(a)(4) and 2(a)(5) of the Exchange Act (collectively, the "COMPANY BROKER-DEALER SUBSIDIARIES"). Each Company FOCUS Report complied (and with respect to Company FOCUS Reports filed after the date hereof, will comply) at the date thereof with the rules and regulations of the SEC relating thereto and fairly presented (or will present, as the case may be) the information required to be presented therein pursuant to Rule 17a-5 under the Exchange Act.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial fmancial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The Company (a) TNS has filed made available to SunTech true and complete copies of all reports, schedules, forms, statements and the documents (other documents required to be than preliminary material) filed by it TNS with the SEC since January 1, 1997 (all of the foregoing filed prior to the date hereof collectively, and including all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “"TNS SEC Documents”"). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective filing dates, the all TNS SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934or the Securities Act, as amended (“1934 Act” or “Exchange Act”)applicable, and none of the TNS SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the The audited consolidated financial statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the and unaudited consolidated interim financial statements of the Company TNS and its subsidiaries included or incorporated by reference in the TNS SEC Documents complied as to form in all material respects with applicable accounting requirements and (collectively, the published rules and regulations of the SEC with respect thereto. Such financial statements "TNS Financial Statements") have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company TNS and its consolidated Subsidiaries subsidiaries as of the their respective dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustmentsthe absence of complete footnotes thereto. (b) TNS has provided to SunTech the unaudited consolidated balance sheet, and related unaudited consolidated statements of income and cash flows, for TNS for the quarter ended September 30, 1997 (collectively, the "TNS September Financial Statements"). Except as set forth The TNS September Financial Statements have been prepared in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under accordance with generally accepted accounting principles to applied on a consistent basis for the periods involved (except as may be reflected in such financial statements, which, individually or indicated in the aggregate, are not material to notes thereto) and fairly present the consolidated financial condition or operating position of TNS and its subsidiaries as of its date and the consolidated results of their operations and cash flows for the Company. The Company is periods then ended, subject to the reporting requirements absence of complete footnotes thereto. For purposes of this Agreement, the 1934 Actunaudited consolidated balance sheet of TNS and its subsidiaries at September 30, 1997, including the notes thereto, is hereinafter referred to as the "TNS Balance Sheet."

SEC Documents; Financial Statements. The Company has filed all reports(a) Each form, schedulesreport, formsschedule, statements registration statement and other documents required to be definitive proxy statement filed by it the Company with the SEC (all of the foregoing filed since January 1, 2001 and prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and (as such documents (other than exhibits have been amended or supplemented prior to such documents) incorporated by reference thereinthe date hereof, being hereinafter referred to herein as the “"Company SEC Documents”"). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As as of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “and the Exchange Act”), and none . None of the Company SEC Documents, at the time they were filed with the SECas of their respective dates, contained contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The Company has made available to the Investors true, accurate and complete copies of all of the Company SEC Documents. The audited consolidated financial statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the and unaudited consolidated interim financial statements of the Company and its Subsidiaries included in the SEC Documents complied such reports comply as to form in all material 15 respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended ended. (subjectb) No dividends or other distributions have been declared, in paid or made upon any shares of capital stock of the case Company, nor have any shares of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements capital stock of the Company included in the SEC Documentsbeen redeemed, retired, purchased or otherwise acquired for value by the Company has no liabilitiessince December 31, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act2000.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC (all of Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the foregoing filed prior to three years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits or such shorter period as the Company was required by law to file such documentsmaterial) incorporated by reference therein, (the foregoing materials being hereinafter collectively referred to herein as the “"SEC Documents”). Upon written request " and, together with the Company will deliver Schedules to this Agreement, the "Disclosure Materials") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the Purchaser true and complete copies expiration of the SEC Documents, except for any such exhibits and incorporated documentsextension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the Commission promulgated thereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under that which they were made, not misleading. None All material agreements to which the Company is a party or to which the property or assets of the statements made in any such Company are subject and that were required to have been filed as exhibits to the SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof)so filed. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis ("GAAP") during the periods involved involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). Except Since December 31, 1997 except as specifically disclosed in the Current SEC Reports or as set forth on SCHEDULE 2.1(J), (a) there has been no event, occurrence or development that has had or that could have or result in the financial statements of the Company included in the SEC Documentsa Material Adverse Effect, (b) the Company has no liabilities, not incurred any liabilities (contingent or otherwise, ) other than (ix) liabilities incurred in the ordinary course of business, business consistent with past practice and (iiy) obligations under contracts liabilities not required to be reflected in the Company's financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (c) the Company has not altered its method of accounting or the identity of its auditors and commitments incurred (d) the Company has not declared or made any payment or distribution of cash or other property to its shareholders or officers or directors (other than in compliance with existing Company stock option plans or salary paid in accordance with existing employment agreements or otherwise made in the ordinary course consistent with prior practice) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Companyits capital stock. The Company is subject to last filed audited financial statements with the reporting requirements of Commission for the 1934 Actyear ended December 31, 1997, and has not received any comments from the Commission in respect thereof.

SEC Documents; Financial Statements. The Company has timely filed all reports, schedules, formsforms (including NTs), statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “"SEC Documents”"). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 1934 Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end yearend audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of businessbusiness subsequent to April 30, 2018, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act. The Company has never been a "shell company" as described in Rule 144(i)(1)(i).

SEC Documents; Financial Statements. The Company (a) Schlumberger has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and any amendments thereto) required to be so filed or furnished by it with the SEC since January 1, 2012 (all of collectively, the foregoing “Schlumberger Reports”) and has made available to Cameron each such document it has so filed prior or furnished, in the form filed with or furnished to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (SEC. No Non-Schlumberger US Subsidiary is required to file any registration statement, prospectus, report, schedule, form, statement or any other than exhibits document with the SEC. No Non-Schlumberger US Subsidiary is, or since January 1, 2012 has been, subject to such documents) incorporated by reference therein, being hereinafter referred any requirement to herein as file periodic reports under the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documentsExchange Act. As of their respective datesdates (or, if amended, as of the date of such amendment), the SEC Documents Schlumberger Reports complied in all material respects with the applicable requirements of the Exchange Act, the Securities Exchange Act and the rules and regulations thereunder and complied in all material respects with applicable accounting standards. As of 1934their respective dates (or, if amended, as amended (“1934 Act” or “Exchange Act”of the date of such amendment), and none of the SEC Documents, at the time they were filed with the SEC, contained Schlumberger Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None . (b) Each of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company consolidated balance sheets included in or incorporated by reference into the SEC Documents complied as to form Schlumberger Reports (including the related notes and schedules) fairly presents, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principlesrespects, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company Schlumberger and its consolidated Subsidiaries as of the dates thereof its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Schlumberger Reports (including any related notes and schedules) fairly presents, in all material respects, the results of their operations and operations, cash flows or changes in stockholders’ equity, as the case may be, of Schlumberger and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to (i) such exceptions as may be permitted by Form 10-Q of the SEC and (ii) normal year-end audit adjustmentsadjustments which have not been and are not expected to be material). Except , in each case in accordance with GAAP consistently applied during the periods involved, except as set forth in the financial statements may be noted therein. (c) There are no liabilities or obligations of the Company included in the SEC DocumentsSchlumberger or any of its Subsidiaries (whether accrued, the Company has no liabilitiesabsolute, contingent or otherwiseotherwise and whether or not required to be disclosed) that would reasonably be required to be reflected on, or reserved against in, a balance sheet of Schlumberger or in the notes thereto prepared in accordance with GAAP, other than liabilities or obligations to the extent (i) liabilities incurred (A) reflected or reserved against on the consolidated balance sheet of Schlumberger or (B) readily apparent in the ordinary course of businessnotes thereto, and in each case included in Schlumberger’s annual report on Form 10-K for the year ended December 31, 2014, (ii) liabilities or obligations under contracts and commitments incurred in the ordinary course of business since December 31, 2014 or (iii) liabilities or obligations which have not had and would not required under generally accepted accounting principles reasonably be expected to be reflected in such financial statements, whichhave, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Acta Schlumberger Material Adverse Effect.

SEC Documents; Financial Statements. The Company has filed all annual and quarterly reports, schedules, forms, statements and related schedules and other documents documents, required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) documents incorporated by reference therein), being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents; Financial Statements. The (a) Since December 31, 2021 (the “Applicable Date”), the Company has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, exhibits, schedules, forms, statements and other documents (and all amendments and supplements thereto) required to be filed by it with or furnished under the SEC Securities Act or the Exchange Act, respectively (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial such forms, reports, certifications, exhibits, schedules, statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as collectively, the “Company SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, each of the Company SEC Documents complied Documents, as amended or supplemented, complied, or if not yet filed or furnished, will comply as to form, in each case in all material respects respects, with the applicable requirements of the Securities Act, the Exchange Act of 1934and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and none the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents contained, at when filed or, if amended or supplemented prior to the time they were entry into this Agreement, as of the date of such amendment or supplement with respect to those disclosures that are amended, or if filed with or furnished to the SECSEC subsequent to the entry into this Agreement, contained will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the entry into this Agreement: (i) neither the Company nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications; (ii) there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Company SEC Documents; and (iii) to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or investigation. None of the statements made in any such SEC Documents is, or has been, Company’s Subsidiaries is required to be amended or updated under applicable law file periodic reports with the SEC pursuant to the Exchange Act. (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the b) The financial statements of the Company included (or incorporated by reference) in the Company SEC Documents, including all notes and schedules thereto, complied, or, in the case of Company SEC Documents complied as to form filed after the entry into this Agreement, will comply, in each case in all material respects respects, when filed or if amended or supplemented prior to the entry into this Agreement, as of the date of such amendment or supplement, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , and were, or, in the case of Company SEC Documents filed after the entry into this Agreement, will be, prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles, consistently applied, (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the consolidated case of the unaudited statements, to normal year-end adjustments) the financial position of the Company and its consolidated Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the cash flows of the Company and its consolidated Subsidiaries for the periods then ended presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, adjustments that are not material to any other adjustments described therein, including the notes thereto). (c) The Company has implemented and maintains disclosure controls and procedures and internal control over financial condition or operating results reporting (as such terms are defined in Rule 13a-15(e) and (f) of the Exchange Act), which are effective (as such term is used in Rule 13a-15(b) of the Exchange Act) in providing reasonable assurance that material information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities in connection with the reports it files under the Exchange Act. Such disclosure controls and procedures are effective in providing reasonable assurance that all information required to be disclosed in any Company SEC Documents is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and further designed and maintained to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company financial statements for external purposes in accordance with GAAP. The There (i) is no significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company or its Subsidiaries, (ii) is subject not, and since the Applicable Date there has not been, to the reporting requirements knowledge of the 1934 Company, any illegal act or fraud, whether or not material, that involves management or employees who have significant roles in the internal control of the Company or its Subsidiaries and (iii) is not, and since the Applicable Date there has not been, any “extensions of credit” (within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) 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.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 1934 Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, to the knowledge of the Company, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act. For the avoidance of doubt, filing of the documents required in this Section 3(g) via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“E▇▇▇▇”) shall satisfy all delivery requirements of this Section 3(g).

SEC Documents; Financial Statements. The Company (a) Schlumberger has filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and any amendments thereto) required to be so filed or furnished by it with the SEC since January 1, 2012 (all of collectively, the foregoing “Schlumberger Reports”) and has made available to Cameron each such document it has so filed prior or furnished, in the form filed with or furnished to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (SEC. No Non-Schlumberger US Subsidiary is required to file any registration statement, prospectus, report, schedule, form, statement or any other than exhibits document with the SEC. No Non-Schlumberger US Subsidiary is, or since January 1, 2012 has been, subject to such documents) incorporated by reference therein, being hereinafter referred any requirement to herein as file periodic reports under the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documentsExchange Act. As of their respective datesdates (or, if amended, as of the date of such amendment), the SEC Documents Schlumberger Reports complied in all material respects with the applicable requirements of the Exchange Act, the Securities Exchange Act and the rules and regulations thereunder and complied in all material respects with applicable accounting standards. As of 1934their respective dates (or, if amended, as amended (“1934 Act” or “Exchange Act”of the date of such amendment), and none of the SEC Documents, at the time they were filed with the SEC, contained Schlumberger Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None . (b) Each of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company consolidated balance sheets included in or incorporated by reference into the SEC Documents complied as to form Schlumberger Reports (including the related notes and schedules) fairly presents, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principlesrespects, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company Schlumberger and its consolidated Subsidiaries as of the dates thereof its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Schlumberger Reports (including any related notes and schedules) fairly presents, in all material respects, the results of their operations and operations, cash flows or changes in stockholders’ equity, as the case may be, of Schlumberger and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in such exceptions as may be permitted by Form 10‑Q of the ordinary course of business, SEC and (ii) normal year‑end audit adjustments which have not been and are not expected to be material), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (c) There are no liabilities or obligations under contracts of Schlumberger or any of its Subsidiaries (whether accrued, absolute, contingent or otherwise and commitments whether or not required to be disclosed) that would reasonably be required to be reflected on, or reserved against in, a balance sheet of Schlumberger or in the notes thereto prepared in accordance with GAAP, other than liabilities or obligations to the extent (i) (A) reflected or reserved against on the consolidated balance sheet of Schlumberger or (B) readily apparent in the notes thereto, in each case included in Schlumberger’s annual report on Form 10-K for the year ended December 31, 2014, (ii) liabilities or obligations incurred in the ordinary course of business since December 31, 2014 or (iii) liabilities or obligations which have not had and would not required under generally accepted accounting principles reasonably be expected to be reflected in such financial statements, whichhave, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Acta Schlumberger Material Adverse Effect.

SEC Documents; Financial Statements. The Common Stock of the Company is registered pursuant to Section 12(g) of the Exchange Act. Since December 31, 1997, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all Commission pursuant to the reporting requirements of the Exchange Act, including pursuant to Sections 13, 14 or 15(d) thereof (the foregoing filed prior to the date hereof materials and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, therein being hereinafter collectively referred to herein as the “"SEC Documents”Filings"). Upon written request the Company will deliver , on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Filings prior to the Purchaser true expiration of any such extension. The Company has delivered to each of the Purchasers or its representatives true, complete and complete accurate copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents Filings complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the Commission promulgated thereunder, and none of the SEC DocumentsFilings, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None All agreements to which the Company or any of its Subsidiaries is a party or to which the property or assets of the statements made in Company or any such SEC Documents is, or has been, of its Subsidiaries are subject and which are required to be amended or updated under applicable law (except for such statements filed as exhibits to the SEC Filings have been amended or updated in subsequent filings prior filed as exhibits to the date hereof)SEC Filings. As of their respective dates, the financial statements of the Company included in the SEC Documents complied Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial year-end audit adjustments). Except as set forth in the financial statements No other information provided by or on behalf of the Company to the Purchasers which is not included in the SEC DocumentsFilings, including, without limitation, information referred to in Section 2.1(i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the Company has no liabilitiesstatements therein, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results light of the Companycircumstances under which they are or were made, not misleading. The Company is subject shall publicly disclose within one hundred twenty (120) days of the First Closing Date any material nonpublic information that has been disclosed to the reporting requirements of Purchasers. The Company acknowledges that the 1934 Act.Purchasers will be trading in the securities of

SEC Documents; Financial Statements. The Since January 1, 2021, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to from such date through and including the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 1934 Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of businessbusiness subsequent to March 31, 2022, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act. The Company has never been a “shell company” as described in Rule 144(i)(1)(i).

SEC Documents; Financial Statements. The For the last twelve months, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 1934 Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries 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). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of businessbusiness subsequent to March 31, 2020, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act. The Company has never been a “shell company” as described in Rule 144(i)(1)(i).

SEC Documents; Financial Statements. The Company (a) Since January 1, 1999, CTI has timely filed with the SEC all required reports, schedules, forms, statements forms and other documents required to be filed by it with (the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “"SEC Documents”"). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents were prepared in accordance and complied in all material respects with the requirements of the Securities Act and the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, Documents contained any untrue untrue, incorrect or incomplete statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document filed and publicly available prior to the date of this Agreement, none of the statements made in any such SEC Documents iscontains any untrue, incorrect or has been, incomplete statement of a material fact or omits to state any material fact required to be amended stated therein or updated necessary in order to make the statements therein, in light of the circumstances under applicable law which they were made, not misleading. None of CTI's subsidiaries is required to file any reports, forms or other documents with the SEC. (except for such statements as have been amended or updated in subsequent filings prior b) Each of the date hereof). As of their respective dates, the consolidated financial statements of the Company included (including, in each case, any related notes thereto) contained in the SEC Documents (the "CTI Financial Statements"), including each SEC Document filed after the date hereof until the Closing: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , (ii) were prepared in accordance with United States generally accepted accounting principles, consistently applied, during principles ("US GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act), and (iii) fairly present presented in all material respects the consolidated financial position of the Company CTI and its consolidated Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of their CTI's operations and cash flows for the periods then ended (subject, indicated. The audited financial statements of CTI included in the case SEC Documents have been duly audited by Ernst & Young LLP in accordance with Applicable Laws. Except as required by US GAAP, CTI has not, since December 31, 2002, made any change in the accounting practices or policies applied in the preparation of unaudited statementsthe CTI Financial Statements. The balance sheet of CTI contained in the SEC Documents dated as of March 31, 2003 is hereinafter referred to normal year-end audit adjustments)as the "CTI Balance Sheet" and March 31, 2003 is hereinafter referred to as the "CTI Balance Sheet Date." The books and records of CTI and its subsidiaries have been, and are being, maintained in all material respects in accordance with US GAAP and other applicable legal and accounting requirements. Except as set forth in on the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) CTI Financial Statements and for liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, whichconsistent with past practice since the CTI Balance Sheet Date that are not, individually or in the aggregate, are not material to CTI, CTI has (i) no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by US GAAP to be recognized or disclosed on the financial condition CTI Financial Statements, and (ii) no liabilities or operating results obligations of any nature (whether accrued, contingent or otherwise) that, individually or in the aggregate, would be reasonably likely to have a material adverse effect on CTI. No basis exists that would require, and to CTI's knowledge, no circumstances exist that would be reasonably likely to require CTI to restate any of the Company. The Company is subject to the reporting requirements of the 1934 ActCTI Financial Statements.

SEC Documents; Financial Statements. The Since January 1, 2000, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and has filed all registration statements and other documents required to be filed by it with the SEC pursuant to the Securities Act (all of the foregoing filed prior to the date hereof hereof, and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “"SEC Documents”"). Upon written request the The Company will deliver has made available to the each Purchaser true and complete copies of the SEC Documents, except for such the exhibits and schedules thereto and the documents incorporated documentstherein. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934or the Securities Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Any statements made in any such SEC Documents is, that are or has been, were required to be updated or amended or updated under applicable law (except for such statements as have been amended so updated or updated in subsequent filings prior the date hereof)amended. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries 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 and recurring year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, business subsequent to the date of such SEC Documents and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statementsSEC Documents, whichwhich liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are would not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Acthave a Material Adverse Effect.

SEC Documents; Financial Statements. The Company has filed with the SEC all reports, schedules, forms, statements required reports and forms and other documents required to be filed by it with (the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “"Company SEC Documents”"). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, except as subsequently amended in a Publicly Available Company SEC Document, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act of 1934Act, as amended (“1934 Act” or “Exchange Act”)the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, to Company's knowledge, none of the Company SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the The financial statements of the Company included in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with United States generally accepted accounting principlesprinciples ("GAAP") (except, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries 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). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) for liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not consistent with past practice since the date of the most recent consolidated balance sheet included in the Publicly Available Company SEC Documents, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required under generally accepted accounting principles by GAAP to be reflected recognized or disclosed on a consolidated balance sheet of the Company and its consolidated subsidiaries or in such financial statements, whichthe notes thereto which are, individually or in the aggregate, are not material to the business, results of operations or financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Actand its consolidated subsidiaries taken as a whole.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC (all of Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the foregoing filed prior to three years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits or such shorter period as the Company was required by law to file such documentsmaterial) incorporated by reference therein, (the foregoing materials being hereinafter collectively referred to herein as the “"SEC Documents”). Upon written request " and, together with the Company will deliver Schedules to this Agreement the "Disclosure Materials") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the Purchaser true and complete copies expiration of the SEC Documents, except for any such exhibits and incorporated documentsextension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of 1934, as amended (“1934 Act” or “Exchange Act”)the Commission promulgated thereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None All material agreements to which the Company is a party or to which the property or assets of the statements made in any such Company are subject have been filed as exhibits to the SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof)required. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). Except Since September 30, 1998, except as set forth in the financial statements of the Company included specifically disclosed in the SEC Documents, (a) there has been no event, occurrence or development that has had or could have or result in a Material Adverse Effect, (b) the Company has no liabilities, not incurred any liabilities (contingent or otherwise, ) other than (ix) liabilities incurred in the ordinary course of business, business consistent with past practice and (iiy) obligations under contracts and commitments incurred in the ordinary course of business and liabilities not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company's financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (c) the Company has not altered its method of accounting or the identity of its auditors and (d) the Company has not declared or made any payment or distribution of cash or other property to its stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of its capital stock. The Company is subject to last filed audited financial statements with the reporting requirements of Commission on March 31, 1998, and has not received any comments from the 1934 ActCommission in respect thereof.