Common use of SEC Documents; Undisclosed Liabilities Clause in Contracts

SEC Documents; Undisclosed Liabilities. The Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "SEC 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, as 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 (including any and all financial statements included therein) 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 the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly 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 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 quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company nor any Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 in the aggregate, exclusive of obligations under Section 10.2 hereof.

SEC Documents; Undisclosed Liabilities. (a) The Company Parent has timely filed or furnished (as applicable) all Parent SEC Documents since December 31, 2016, pursuant to Sections 13 and 15 of the Exchange Act or Section 5 of the Securities Act, as applicable, and applicable regulations promulgated thereunder and together with all certifications required reports, schedules, forms, statements pursuant to the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by Parent with the Securities SEC, together will all amendments thereto and Exchange Commission ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereintherein collectively the “Parent SEC Documents”. (b) As of its respective filing date, or in the case of Parent SEC Documents that are registration statements filed pursuant to the Securities Act, as amended, the "SEC Documents"). As of their respective effective dates, the each Parent SEC Documents Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, or the Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Parent SEC Documents: (i) have been prepared from and in accordance with, and accurately reflect, the books and records of Parent and its Subsidiaries in all SEC Documents filed since October 9, 1996 material respects; (the "SEC Financial Statements"ii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, ; (iii) have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as may be indicated in the notes thereto or, for normal and recurring year-end adjustments as may be permitted by the SEC on Form 10-Q of the SECor Form 8-K or any successor or like form) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and (iv) and fairly present the consolidated financial position of the Company Parent 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 shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company nor any Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 in the aggregate, exclusive of obligations under Section 10.2 hereof.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, and statements and other documents required to be filed by the Company with the Securities and Exchange Commission ("the “SEC"”) since October 9January 1, 1996 2007 (collectivelysuch documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents all information incorporated by reference therein, as amended, the "“Company SEC Documents"”). . (b) As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act, or the Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 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 their cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end end, audit and other customary adjustments, none of which, individually or ). (c) Except (i) as set forth in the aggregate is material). Except consolidated balance sheet as provided for of December 31, 2009, as set forth in the balance sheet contained Company’s Form 10-Q for the period then ended, (ii) as set forth in the most recent audited financial statements of notes to the Company included financials set forth in the Recent SEC Documents Company’s Annual Report on Form 10-K for the fiscal period ended June 30, 2009, (iii) for liabilities expressly permitted and contemplated by this Agreement, and (iv) for liabilities and obligations incurred since December 31, 2009 in the "Year End Balance Sheet") and except as disclosed in Section 4.5 ordinary course of the Disclosure Schedulebusiness consistent with past practice, neither the Company nor any Subsidiary Company Subsidiary, taken as a whole, has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred ), required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the ordinary notes thereto. (d) The Company has, prior to the date hereof, made available to Parent and usual course Sub a complete and correct copy of business and consistent with past practice, (y) liabilities specifically incurred in connection any material amendment or modification which has not yet been filed with the transactions contemplated SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) None of the Company Subsidiaries is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (f) Each of the principal executive officer and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents. For purposes of the preceding sentence hereof, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX except as may have been in existence prior to the effective date of Section 402 of SOX. (g) Except as set forth in Section 3.06(g) of the Company Disclosure Letter, since June 30, 2009, neither the Chief Executive Officer nor the Chief Financial Officer of the Company has identified or has received any oral or written notification of, any (i) “significant deficiency” or (ii) “material weakness” in the Company’s internal controls over financial reporting, and, to the actual knowledge, after due inquiry, of individuals identified on Section 3.06 of the Company Disclosure Letter (the “Knowledge of the Company”), there is no set of circumstances that would reasonably be expected to result in a “significant deficiency” or “material weakness” in the internal controls over financial reporting of the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Public Company Accounting Oversight Board’s Auditing Standard 2, as in effect on the date hereof. The Company has made available to Parent and Sub, prior to the date hereof, true and complete copies of Accretive Solutions’s report regarding the results of its SOX testing for the Company for the period ended December 31, 2009. The Company will make available to Parent, upon request, true and complete copies of all documentation maintained by the Company regarding internal controls over financial reporting. (h) To the Knowledge of the Company, none of the Company, any Company Subsidiary or any of the Company’s or any Company Subsidiary’s employees in their capacities as such, is the subject of any pending, or has at any time since January 1, 2007, been the subject of any, formal or informal investigation by the SEC, and, to the Knowledge of the Company, no such investigation has been threatened or fact exists which would reasonably be expected to result in the institution of any such investigation. All written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since January 1, 2007 until the date hereof has been made available to Parent and Sub prior to the date hereof, and the Company will promptly deliver to Parent and Sub a copy of any such written correspondence received following the date hereof. The audit committee of the Company Board has established “whistleblower” procedures in accordance with Exchange Act Rule 10A-3, and, prior to the date hereof, has made available to Parent and Sub true, complete and correct copies of such procedures. Since June 30, 2009, the audit committee has not received any “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the Knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and, to the Knowledge of the Company, no employee has threatened to file any such complaint. (i) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the purpose or intended effect of such Contract or arrangement is to avoid disclosure of any transaction (other than a transaction that is de minimus in amount) involving, or liabilities (other than de minimus liabilities) of, the Company or any of the Company Subsidiaries in the Company’s published financial statements or other Company SEC Documents. (j) The Company is in compliance, in all material respects, with the applicable provisions of SOX, the rules and regulations of the SEC adopted in connection therewith, and the applicable listing standards and corporate governance rules of the NASDAQ National Market. (k) Except as set forth on Section 3.06(k) of the Company Disclosure Letter, the Company has established and maintains, to the extent required by Rule 13a-15 of the Exchange Act, (i) a system of internal control over financial reporting that is sufficient to provide reasonable assurance that (A) transactions that are executed without management’s general or specific authorizations are either prevented or timely detected, (B) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and (zC) other liabilities which will not exceed $2,000,000 records are maintained that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s and the Company Subsidiaries’ assets, and (ii) a system of disclosure controls and procedures (as defined in the aggregateExchange Act) that is designed to ensure that all material information required to be disclosed by the Company in the Company SEC Documents is recorded, exclusive processed, summarized and reported, within the time periods specified in the rules and forms of obligations under Section 10.2 hereofthe SEC, including controls and procedures designed to ensure that information required to be disclosed by the Company in the Company SEC Documents is accumulated and communicated to the Company’s management, as appropriate to allow timely decisions regarding required disclosure. As of the filing of the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2009 and, so long as required by Law, as of the filing of each Quarterly or Annual Report of the Company filed after the date hereof and prior to the Effective Time or the termination of the Agreement, the Chief Executive Officer and the Chief Financial Officer of the Company have or will have disclosed, based on their then most recent evaluation of internal control over financial reporting, to the audit committee of the Company Board (1) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, forms and registration statements and other documents with the Securities and Exchange Commission ("SEC") SEC since October 9January 1, 1996 2001 (collectively, and in each case including all exhibits exhibits, schedules, and schedules amendments thereto and documents incorporated by reference therein, as amended, the "“SEC Documents"”). As Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, as of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) 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 the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has previously delivered (except to the extent such filings are publicly available on the ▇▇▇▇▇ system) to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Company with the SEC since January 1, 2001, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof. (b) The consolidated financial statements of the Company included in all the SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise 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 operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of Since January 1, 2001, the Company included in has not received notice from the Recent SEC Documents or any other Governmental Entity that any of its accounting policies or practices are the subject of any review, inquiry, investigation or challenge other than comments from the SEC on Company filings which comments have either been satisfied or withdrawn by the SEC. (the "Year End Balance Sheet"c) and except as disclosed in Section 4.5 of the Disclosure ScheduleSince July 25, 2003, neither the Company nor any Subsidiary of its consolidated Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseotherwise and whether due or to become due) except (xi) liabilities as and to the extent set forth on the audited balance sheet of the Company and its consolidated Subsidiaries as of July 25, 2003 (including the notes thereto) included in the SEC Documents, (ii) as incurred after July 25, 2003 in the ordinary and usual course of business and consistent with past practice, (yiii) liabilities specifically incurred as described in connection with the transactions contemplated by this AgreementCompany’s quarterly report on Form 10-Q filed on March 5, and 2004 (zthe “Recent SEC Documents”), or (iv) other liabilities which will as would not exceed $2,000,000 reasonably be expected to have, individually or in the aggregate, exclusive a Company Material Adverse Effect. The Company has not been a party to any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303 of obligations Regulation S-K of the Exchange Act) at any time since January 1, 2001. (d) The Company has not filed any report with the SEC, Nasdaq, or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as of the date of this Agreement, remains confidential. (e) The principal executive officer of Company and the principal financial officer of Company (and each former principal executive officer or principal financial officer of Company) have made the certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the SEC Documents filed since such certifications have been required. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under Section 10.2 hereofthe Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Company’s filings with the SEC and other public disclosure documents.

SEC Documents; Undisclosed Liabilities. The Company (a) Cedar has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Cedar with the Securities SEC since January 1, 2007 (such documents, together with any documents filed with the SEC during such period by Cedar on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and Exchange Commission ("SEC") since October 9the Form S-4, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to as amended, the "“Cedar SEC Documents"”). As of their respective dates. (b) Each Cedar SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of the Securities Act, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Cedar SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Cedar included in all the Cedar SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company Cedar and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually ). (c) Except (i) as reflected or reserved against in the aggregate is material). Except as provided for in the Cedar’s consolidated audited balance sheet contained in as of December 31, 2007 (or the most recent audited financial statements of the Company notes thereto) as included in the Recent Filed Cedar SEC Documents and (the "Year End Balance Sheet"ii) for liabilities and except as disclosed obligations incurred in Section 4.5 of the Disclosure Scheduleconnection with or contemplated by this Agreement, neither the Company Cedar nor any Cedar Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except that, individually or in the aggregate, have had or would reasonably be expected to have a Cedar Material Adverse Effect. (d) Each of the chief executive officer of Cedar and the chief financial officer of Cedar (or each former chief executive officer of Cedar and each former chief financial officer of Cedar, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Cedar SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Cedar or any of the Cedar Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Cedar maintains 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 assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Cedar’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Cedar are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Cedar in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Cedar, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Cedar to make the certifications required under the Exchange Act with respect to such reports. (g) Neither Cedar nor any of the Cedar Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Cedar and any of the Cedar Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Cedar or any of the Cedar Subsidiaries in Cedar’s or such Cedar Subsidiary’s published financial statements or other Cedar SEC Documents. (h) Since January 1, 2008, none of Cedar, Cedar’s independent accountants, the Cedar Board or the audit committee of the Cedar Board has received any oral or written notification of any (x) liabilities incurred “significant deficiency” in the ordinary and usual course internal controls over financial reporting of business and consistent with past practiceCedar, (y) liabilities specifically incurred “material weakness” in connection with the transactions contemplated by internal controls over financial reporting of Cedar or (z) fraud, whether or not material, that involves management or other employees of Cedar who have a significant role in the internal controls over financial reporting of Cedar. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (zi) other liabilities which will not exceed $2,000,000 in None of the aggregateCedar Subsidiaries is, exclusive or has at any time since January 1, 2007 been, subject to the reporting requirements of obligations under Section 10.2 hereof13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the Securities and Exchange Commission SEC since January 1, 1998 ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "COMPANY SEC DocumentsDOCUMENTS"). As of their its respective datesdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Securities Act, Exchange Act or the Exchange ActSecurities Act of 1933, as amended (the "SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy As of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by Company's Annual Report on Form 10-K for the Company since May fiscal year ended December 31, 1997 and prior to the date of this Agreement 1999 (filed on March 30, 2000) (the "Recent 1999 FORM 10-K"), its definitive Proxy Statement with respect to its 2000 Special Meeting (filed on April 19, 2000), its Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (filed on May 12, 2000), and its Current Report on Form 8-K (filed on May 12, 2000) (collectively, the "2000 SEC DocumentsDOCUMENTS") contains taken together do not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly 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 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 quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for set forth in the balance sheet contained in the most recent audited financial statements of the Filed Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed defined in Section 4.5 of the Disclosure Schedule3.08), neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto, other than liabilities or obligations incurred in the ordinary and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection with prior practice since the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 date of the most recent financial statements included in the aggregate, exclusive of obligations under Section 10.2 hereofFiled Company SEC Documents.

SEC Documents; Undisclosed Liabilities. The (a) Since January 1, 2019 the Company has timely filed and furnished all required material reports, schedules, forms, statements and other documents required to be filed or furnished by the Company with the Securities SEC on a timely basis pursuant to Sections 13(a) and 15(d) of the Exchange Commission ("SEC") since October 9, 1996 Act (collectively, and in each case including all exhibits exhibits, financial statements and schedules thereto and documents incorporated by reference therein, as amendedsuch statements and reports may have been amended since the date of their filing, the "“Company SEC Documents"”). Prior to the date of this Agreement, the Company has made available to Parent complete and correct copies of all comment letters from the SEC since January 1, 2019 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto, if such comment letters or responses are not available on ▇▇▇▇▇ at least two business days prior to the date of this Agreement. As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. No Company Subsidiary is required to file any form, report or other document with the SEC. (b) As of their respective SEC filing or furnishing dates, the each Company SEC Documents Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act, ”) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of except to the extent amended or superseded by a subsequent filing with the SEC Documents (including any and all financial statements included therein) as prior to the date of such dates contained this Agreement, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document. Except to Each Company SEC Document that is a registration statement as of the extent revised date such registration statement or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo amendment became effective prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains did not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, made therein not misleading. As of the date of this Agreement, there are no amendments or modifications to Company SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or furnished to) the SEC. (c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of the Company included or incorporated by reference in all the Company SEC Documents filed since October 9, 1996 (the "SEC Financial Statements"i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (ii) were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated 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 (except as may be expressly indicated in the notes thereto) and (iii) fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated shareholders’ equity, results of their operations and cash flows of the Company for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments, none of adjustments which, individually or in the aggregate is aggregate, are not material). . (d) Except as provided for reflected or reserved against in the consolidated balance sheet contained in the most recent audited financial statements of the Company as of September 30, 2021, or the notes thereto, included in the Recent Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2021 filed with the SEC Documents on November 3, 2021 (such balance sheet and the "Year End notes thereto, the “Company Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule”), neither the Company nor any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) except other than (xi) liabilities or obligations incurred in the ordinary and usual course of business and consistent with past practicepractice since the date of the Company Balance Sheet, (yii) liabilities specifically that are executory performance obligations arising under Contracts to which the Company or any Company Subsidiary is a party (other than to the extent arising from a breach thereof by the Company or any Company Subsidiary), (iii) liabilities or obligations incurred in connection with the transactions contemplated by this Agreement, Transactions and (ziv) other liabilities which will not exceed $2,000,000 or obligations that are not, individually or in the aggregate, exclusive material to the Company. (e) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that (i) are reasonably designed to ensure that material information relating to the Company and the Company Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared and (ii) perform the functions for which they were established in all material respects. From the date of obligations the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors have not identified to the audit committee of the Company Board (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of the NYSE. The books and records of the Company and the Company Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (f) Since January 1, 2019, (i) neither the Company nor any Company Subsidiary has received any written nor, to the knowledge of the Company, any oral complaint, allegation, assertion or claim regarding the accounting, auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls or any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable or unlawful accounting or auditing practices and (ii) no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any Company Subsidiary or any of their respective 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 10.2 hereof307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated under such act. (g) To the knowledge of the Company, as of the date of this Agreement, there are no (i) SEC inquiries or investigations or (ii) other inquiries or investigations by Governmental Entities or internal investigations pending or to the knowledge of the Company threatened, in each case regarding any accounting practices of the Company or any Company Subsidiary or any malfeasance by any director or executive officer of the Company or any Company Subsidiary. Since January 1, 2019 through the date of this Agreement, there have been no material internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, chief accounting officer or general counsel of the Company, the Company Board or any committee thereof. (h) Neither the Company nor any Company Subsidiary has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(b) of Regulation S-K under the Exchange Act) nor do any of them have any commitment to enter into any of such Contracts or similar Contracts, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company SEC Documents.

SEC Documents; Undisclosed Liabilities. The Company (a) KMI has timely filed all KMI SEC Documents required reportspursuant to Sections 13(a) and 15(d) of the Exchange Act, schedules, forms, statements and other documents as applicable (the “KMI SEC Documents”). KMI is not subject to the reporting obligations of either Section 13(a) or Section 15(d) of the Exchange Act but has continued to voluntarily file with the Securities and Exchange Commission SEC reports otherwise required under these sections. ("SEC"b) Except as set forth in KMI Disclosure Schedule, as of its respective filing date, each KMI SEC Document filed with the SEC since October 922, 1996 (collectively2014, and in and, to the Knowledge of KMI, each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "KMI SEC Documents"). As of their respective dates, Document filed with the SEC Documents prior thereto, complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such KMI SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date For purposes of this Agreement)Article IV, none “Knowledge” means, as it relates to KMI, the actual knowledge of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein▇▇▇▇▇ ▇. ▇▇▇▇, in the light of the circumstances under which they were made, not misleadingeach case upon reasonable inquiry. The consolidated financial statements of the Company KMI included in all KMI SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries KMI as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company nor any Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 in the aggregate, exclusive of obligations under Section 10.2 hereof.

SEC Documents; Undisclosed Liabilities. The (a) Since December 31, 2020, the Company has timely filed or furnished all required reportsforms, statements, schedules, documents and reports required to be filed or furnished by it with the SEC, together with all certifications required pursuant to SOX (such forms, statements statements, schedules, documents and other documents reports together with the Securities and Exchange Commission ("SEC") since October 9, 1996 (collectively, and in each case including all any exhibits and schedules thereto and documents other information incorporated by reference therein, as amended, the "“Company SEC Documents"”). As No Company Subsidiary is required to file or furnish any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (b) Each of their respective dates, the Company SEC Documents (i) at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or superseded filing) or the time at which it became effective, as the case may be, complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and of the NYSE applicable to such Company SEC DocumentsDocument; and (ii) did not at the time it was filed (or, and none if amended or superseded by a filing prior to the date of this Agreement, then on the SEC Documents (including any and all financial statements included therein) as date of such dates contained amended or superseded filing) or at the time at which it became effective, as the case may be, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included or incorporated by reference in all the Company SEC Documents filed since October 9complied, 1996 (at the "SEC Financial Statements") comply as to form time they were filed, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with accounting principles generally accepted accounting principles (except, in the case United States of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECAmerica (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). As of the date of this Agreement, none (i) there are no outstanding unresolved comments with respect to the Company or the Company SEC Documents filed with the SEC noted in comment letters or other correspondence received by the Company or its attorneys from the SEC; and (ii) to the Knowledge of whichthe Company, there are no pending formal or informal investigations of the Company by the SEC. The Company is, and since December 31, 2020, has been, in compliance in all material respects with (i) the applicable provisions of SOX and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (c) Except (i) as reflected or reserved against in the Company’s consolidated balance sheet as of March 31, 2024 (or the notes thereto) as included in the Company SEC Documents (the “Most Recent Company Balance Sheet”); (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since March 31, 2024 or in connection with or contemplated by this Agreement; and (iii) for liabilities and obligations that, individually or in the aggregate is material). Except aggregate, have not had or would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as provided for in the balance sheet contained in the most recent audited financial statements a whole, which liabilities covered by clauses (ii) and (iii) do not exceed five percent (5%) of the liabilities and obligations reflected on the Most Recent Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, due or to become due, determined or determinable, contingent or otherwise). (d) except Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, (xi) liabilities incurred any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or (ii) any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)). (e) Since December 31, 2023, none of the Company, the Company’s independent accountants, or the Company Board (or the audit committee of the Company Board) has received any oral or written notification of any (i) “significant deficiency” in the ordinary and usual course internal controls over financial reporting of business and consistent with past practicethe Company, (yii) liabilities specifically incurred “material weakness” in connection with the transactions contemplated by internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company, and except as expressly described in the Company SEC Documents, there is no such, and as of March 31, 2024 there was no such, “significant deficiency” or “material weakness”. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (f) The Company maintains 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 assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (ziii) other liabilities which will not exceed $2,000,000 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. Except as described in the aggregateCompany SEC Documents, exclusive (1) as of obligations March 31, 2024, there were no material weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and (2) since December 31, 2023, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. (g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under Section 10.2 hereofthe Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the Chief Executive Officer and Chief Financial Officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (h) The Company has made available to Parent or its advisors true and complete copies of all written comment letters from the staff of the SEC since December 9, 2020 relating to the Company SEC Documents and all written responses of the Company thereto through the date of this Agreement. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, and there are no other governmental inquiries or investigations or internal investigations pending or threatened regarding any accounting practices of the Company.

SEC Documents; Undisclosed Liabilities. The Company (a) Parent has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the Securities SEC since January 1, 2012 (such documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and Exchange Commission ("SEC") since October 9the Form S-4, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to as amended, the "“Parent SEC Documents"”). As of their respective dates. (b) Each Parent SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of the Securities Act, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in all the Parent SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually ). (c) Except (i) as reflected or reserved against in the aggregate is material). Except as provided for in the Parent’s consolidated audited balance sheet contained in as of December 31, 2012 (or the most recent audited financial statements of the Company notes thereto) as included in the Recent Filed Parent SEC Documents Documents, (ii) for liabilities and obligations incurred since December 31, 2012 in the "Year End Balance Sheet"ordinary course of business and (iii) for liabilities and except obligations incurred as disclosed in Section 4.5 of the Disclosure Schedulepermitted by this Agreement, neither the Company Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practicethat, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive have had or would reasonably be expected to have a Parent Material Adverse Effect. (d) Each of obligations the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under Section 10.2 hereof.the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive

SEC Documents; Undisclosed Liabilities. (a) The Company has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the Securities and Exchange Commission SEC since January 1, 2017 ("SEC") since October 9such documents, 1996 (collectivelytogether with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinbut excluding the Proxy Statement, being collectively referred to as amended, the "“Company SEC Documents"”). As of their respective dates. (b) Each Company SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated 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 (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents . (the "Year End Balance Sheet"c) and except as disclosed in Section 4.5 of the Disclosure Schedule, neither Neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practicethat, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive have had or would reasonably be expected to have a Company Material Adverse Effect. (d) The Company maintains a system of obligations “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (e) The “disclosure controls and procedures” (as defined in Rules 13a‑15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company. (h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 10.2 hereof13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed and furnished all required material reports, schedules, forms, statements and other documents required to be filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act by the Company with the Securities and Exchange Commission ("SEC") SEC since October 9January 1, 1996 2015 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amendedsuch statements and reports may have been amended since the date of their filing, the "“Company SEC Documents"”). . (b) As of their respective dateseffective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC Documents filing dates (in the case of all other Company SEC Documents), each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of except to the extent amended or superseded by a subsequent filing with the SEC Documents (including any and all financial statements included therein) as prior to the date of such dates contained this Agreement, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC misleading (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by that the Company since May 31, 1997 and prior makes no representation or warranty with respect to the date of this Agreement information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document). (the "Recent SEC Documents"c) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in all the Company SEC Documents when filed since October 9, 1996 (the "SEC Financial Statements"i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present presented 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 covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually ). (d) Except as reflected or reserved against in the aggregate is material). Except as provided for in the consolidated balance sheet contained in the most recent audited financial statements of the Company Company, as of December 31, 2015, or the notes thereto, included in the Recent Company SEC Documents (such balance sheet and the "Year End notes thereto, the “Company Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule”), neither the Company nor and the Company Subsidiaries do not have any Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) except other than (xi) liabilities or obligations incurred in the ordinary and usual course of business and consistent with past practicesince the date of the Company Balance Sheet, (yii) liabilities specifically or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated by this Agreement, Transactions and (ziv) other liabilities which will or obligations that would not exceed $2,000,000 reasonably be expected to, individually or in the aggregate, exclusive have a Company Material Adverse Effect. (e) The Company has established and maintains and has, since January 1, 2014, maintained, disclosure controls and procedures and a system of obligations internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under Section 10.2 hereofthe Exchange Act) in all material respects in compliance with the requirements of Rule 13a-15 under the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the Securities SEC since January 1, 2018 (such documents, together with any documents filed with the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement and Exchange Commission the Schedule 13E-3, being collectively referred to as the “Company SEC Documents”). ("SEC"b) since October 9Each Company SEC Document (i) at the time filed or, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinif amended or supplemented, as amendedof the date of the most recent amendment or supplement thereto (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, the "SEC Documents"). As as of their respective effective dates), the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or became effective in the case of registration statements or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to the absence of footnote disclosure and to normal year-end audit adjustments). (c) Except (i) as reflected or reserved against in the Company’s consolidated balance sheet as of June 30, none 2019 (or the notes thereto) included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of whichbusiness since June 30, 2019, and (iv) for other liabilities and obligations that individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements have not had and would not reasonably be expected to have a Company Material Adverse Effect, none of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the or any Company nor any Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred which would be required to be recorded or reflected on a balance sheet, or in the ordinary footnotes thereto, under GAAP. (d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and usual course 15d-15(f) under the Exchange Act) designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of business and consistent financial statements in conformity with past practiceGAAP consistently applied, (yii) liabilities specifically incurred that transactions are executed only in connection accordance with the transactions contemplated by this Agreement, authorization of management and (ziii) other liabilities which will not exceed $2,000,000 regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. No material weakness exists with respect to the Company’s system of internal control over financial reporting that would be required to be disclosed by the Company pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC. (e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the aggregatereports that it files or submits under the Exchange Act is recorded, exclusive processed, summarized and reported within the time periods specified in the rules and forms of obligations the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (f) None of the Company Subsidiaries is, or has at any time since January 1, 2018 been, subject to the reporting requirements of Section 10.2 hereof13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The Company (a) Parent has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the Securities and Exchange Commission ("SEC") SEC since October 91, 1996 2006 (collectivelysuch documents, together with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement/Prospectus, as supplemented and amended since the time of filing, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthe Form S-4, being collectively referred to as amended, the "“Parent SEC Documents"”). As . (b) Each Parent SEC Document (i) at the time filed (and if amended or superseded by a filing or amendment prior to the date of their respective datesthis Agreement, then at the SEC Documents time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), complied as to form in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such filing, or in the case of registration statements and proxy statements, then on the dates contained of effectiveness and the dates of mailing, respectively) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to Each of the extent revised consolidated financial statements of Parent included in the Parent SEC Documents complied at the time it was filed (and if amended or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo or amendment prior to the date of this Agreement), none then at the time of the SEC Documents filed by the Company since May 31, 1997 such filing and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light case of registration statements and proxy statements, on the circumstances under which they were madedates of effectiveness and the dates of mailing, not misleading. The consolidated financial statements of the Company included in all SEC Documents filed since October 9, 1996 (the "SEC Financial Statements"respectively) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECSEC or otherwise by applicable Law) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC or otherwise by applicable Law) the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the dates date thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents . (the "Year End Balance Sheet"c) and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company Neither Parent nor any Parent Subsidiary has any material liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of Parent and its Subsidiaries (or in the notes thereto) except other than those liabilities or obligations (xi) liabilities incurred after September 30, 2007 in the ordinary and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection with the transactions contemplated prior practice and not prohibited by this Agreement, (ii) permitted or contemplated by this Agreement or (iii) that have been discharged or paid in full in the ordinary course of business. (d) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable), or persons performing similar functions, has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications adhere to the requirements of SOX. None of Parent or any of the Parent Subsidiaries or Affiliates has outstanding, or has arranged since the effectiveness of Section 402 of SOX any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. To the Knowledge of Parent, Parent’s outside auditors and its principal executive officer and principal financial officer will be able to give, without qualification, the certifications and attestations required pursuant to SOX when next due. (e) Parent maintains 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 assurance regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP, together with the other reasonable assurances included in the above-referenced definition. (f) Neither Parent nor any of the Parent Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in the Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents. (g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (h) Since October 1, 2006, Parent has not received any oral or written notification of any (x) “significant deficiency” or (y) “material weakness” in Parent’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that has not been appropriately and adequately remedied by Parent, as certified by Parent’s independent accountants. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Exchange Act Rule 12b-2, as in effect on the date of this Agreement. (i) Since October 1, 2006, (i) neither Parent nor any of the Parent Subsidiaries, nor, to the Knowledge of Parent, any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries, has received any material written (or, to the Knowledge of Parent, oral) complaint, allegation, assertion or claim, challenging that Parent or any of its Subsidiaries has engaged in illegal accounting or auditing practices and (zii) other liabilities which will no attorney representing Parent or any of its Subsidiaries, whether or not exceed $2,000,000 in employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or their respective officers, directors, employees or agents to the aggregateBoard of Directors of Parent or any committee thereof or to any director or officer of Parent. (j) Parent has no unresolved comments from the staff of the SEC relating to the Parent’s filings with the SEC. (k) None of the Parent Subsidiaries is, exclusive or has at any time since October 1, 2006 been, individually subject to the reporting requirements of obligations under Section 10.2 hereofSections 13(a) and 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The Company (a) Seller has timely filed all required reports, schedules, forms, statements and other documents (including without limitation all exhibits thereto) with the Securities and Exchange Commission (the "SEC") since October 9January 1, 1996 (collectivelytogether with Seller's Annual Report on Form 10-K for the year ended December 31, and 1998 in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amendedthe form previously delivered to the Surviving Company, the "Seller SEC Documents"). As of their respective dates, the Seller SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller SEC Documents, and none of the Seller SEC Documents (including any and all financial statements included therein) as of such dates when 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. Except . (b) The consolidated balance sheets and the related consolidated statements of operations, shareholders' equity and changes in financial position (including, without limitation, the notes and schedules thereto) of Seller and its consolidated subsidiaries to be included in Seller's Annual Report on Form 10-K for the year ended December 31, 1998 in the form previously delivered to the extent revised Surviving Company (the "Seller Financial Statements") or superseded by a in any other SEC Document covering periods subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all SEC Documents filed since October 9, 1996 (the "SEC Seller Financial Statements") Statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECUnited States ("GAAP") 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 Seller and its consolidated Subsidiaries subsidiaries as of the dates date thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of any unaudited quarterly consolidated interim financial statements, to normal year-end audit adjustments, none and the fact that such interim financial statements were prepared in accordance with the rules and regulations of whichthe SEC and, individually or therefore, certain information required by GAAP may have been omitted. (c) Except as set forth in the aggregate is material). Except Seller Financial Statements, reflected on financial statements contained in Seller SEC Documents and covering periods subsequent to the date of the Seller Financial Statements, or as provided for otherwise set forth in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Seller Disclosure Schedule, neither the Company Seller nor any Subsidiary of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of Seller and its consolidated subsidiaries or in the notes thereto, other than liabilities and obligations incurred in the ordinary and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection with since the transactions contemplated by this Agreement, and (z) other liabilities which will date of the Seller Financial Statements that would not exceed $2,000,000 in the aggregate, exclusive of obligations under Section 10.2 hereofreasonably be expected to have a Material Adverse Effect on Seller.

SEC Documents; Undisclosed Liabilities. (a) The Company Parent has timely filed or furnished (as applicable) all Parent SEC Documents for the prior two (2) fiscal years, pursuant to Sections 13 and 15 of the Exchange Act or Section 5 of the Securities Act, as applicable, and applicable regulations promulgated thereunder and together with all certifications required reports, schedules, forms, statements pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by Parent with the Securities SEC, together will all amendments thereto and Exchange Commission ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereintherein collectively the “Parent SEC Documents”. (b) As of its respective filing date, or in the case of Parent SEC Documents that are registration statements filed pursuant to the Securities Act, as amended, the "SEC Documents"). As of their respective effective dates, the each Parent SEC Documents Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, or the Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a subsequent filing with the later filed Parent SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement)Document, none of the Parent SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Parent SEC Documents: (i) have been prepared from and in accordance with, and accurately reflect, the books and records of Parent and its Subsidiaries in all SEC Documents filed since October 9, 1996 material respects; (the "SEC Financial Statements"ii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, ; (iii) have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as may be indicated in the notes thereto or, for normal and recurring year-end adjustments as may be permitted by the SEC on Form 10-Q of the SECor Form 8-K or any successor or like form) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and (iv) and fairly present the consolidated financial position of the Company Parent 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 shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or ). (c) Except as set forth in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent Parent SEC Documents (or the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Parent Disclosure Schedule, neither the Company nor any Subsidiary Parent has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred required by GAAP to be set forth on a balance sheet of the Parent or in the ordinary notes thereto. The Parent SEC Documents set forth all financial and usual course contractual obligations and liabilities (including any obligations to issue capital stock or other securities of business the Parent) due after the date hereof. (d) There are no “off balance sheet arrangements,” as defined in Item 303 of Regulation S-K under the Securities Act, to which Parent or any Subsidiary of the Company is a party. (e) The Parent Disclosure Schedule describes all outstanding payables and consistent with past practice, the aging of such payables. (yf) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 Except for outstanding payables listed in the aggregate, exclusive Parent Disclosure Schedule Parent has no Indebtedness as of obligations under Section 10.2 hereofthe Closing.

SEC Documents; Undisclosed Liabilities. The Company (a) Qwest has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Qwest with the Securities SEC since January 1, 2008 (such documents, together with any documents filed with the SEC during such period by Qwest on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and Exchange Commission ("SEC") since October 9the Form S-4, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to as amended, the "“Qwest SEC Documents"”). As of their respective dates. (b) Each Qwest SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Qwest SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Qwest included in all the Qwest SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company Qwest and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually ). (c) Except (i) as reflected or reserved against in the aggregate is material). Except as provided for in the Qwest’s consolidated audited balance sheet contained in as of December 31, 2009 (or the most recent audited financial statements of the Company notes thereto) as included in the Recent Filed Qwest SEC Documents and (the "Year End Balance Sheet"ii) for liabilities and except as disclosed obligations incurred in Section 4.5 of the Disclosure Scheduleconnection with or contemplated by this Agreement, neither the Company Qwest nor any Qwest Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except that, individually or in the aggregate, have had or would reasonably be expected to have a Qwest Material Adverse Effect. (d) Each of the chief executive officer of Qwest and the chief financial officer of Qwest (or each former chief executive officer of Qwest and each former chief financial officer of Qwest, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Qwest SEC Documents, and the statements contained in such certifications are true and accurate. None of Qwest or any of the Qwest Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Qwest maintains 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 assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Qwest’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Qwest are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Qwest in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Qwest, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Qwest to make the certifications required under the Exchange Act with respect to such reports. (g) Neither Qwest nor any of the Qwest Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Qwest and any of the Qwest Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Qwest or any of the Qwest Subsidiaries in Qwest’s or such Qwest Subsidiary’s published financial statements or other Qwest SEC Documents. (h) Since January 1, 2008, none of Qwest, Qwest’s independent accountants, the Qwest Board or the audit committee of the Qwest Board has received any oral or written notification of any (x) liabilities incurred “significant deficiency” in the ordinary and usual course internal controls over financial reporting of business and consistent with past practiceQwest, (y) liabilities specifically incurred “material weakness” in connection with the transactions contemplated by this Agreement, and internal controls over financial reporting of Qwest or (z) fraud, whether or not material, that involves management or other liabilities which will not exceed $2,000,000 employees of Qwest who have a significant role in the aggregateinternal controls over financial reporting of Qwest. (i) None of the Qwest Subsidiaries other than Qwest Corporation is, exclusive or has at any time since January 1, 2008 been, subject to the reporting requirements of obligations under Section 10.2 hereof13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The Company Since January 1, 1997, Parent has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission SEC ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed (including any as amended and all financial statements included thereinrestated and as supplemented by subsequently filed Parent 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 the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in all the Parent SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly 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 Parent 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 quarterly statements, to normal year-end audit adjustments, none of which, individually ). Except (i) as reflected in such financial statements or in the aggregate is material). Except as provided notes thereto or (ii) for liabilities incurred in connection with this Agreement or the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Scheduletransactions contemplated hereby, neither the Company Parent nor any Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accruedwhich, absolute, contingent individually or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 in the aggregate, exclusive of obligations under Section 10.2 hereofwould have a material adverse effect on Parent.

SEC Documents; Undisclosed Liabilities. The Company (a) Since January 1, 2016, Parent has timely filed or furnished with the SEC all required forms, registration statements, reports, schedules, forms, schedules and statements and other documents with required to be filed or furnished under the Exchange Act or the Securities and Exchange Commission Act. At the time filed ("SEC"or, in the case of registration statements, solely on the dates of effectiveness) since October 9(except to the extent amended by a subsequently Filed Parent SEC Document prior to the date of this Agreement, 1996 (collectivelyin which case as of the date of such amendment), and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "Filed Parent SEC Documents"). As of their respective dates, the SEC Documents Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, or the Exchange Act, as the case may be, be and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact fact, or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC . (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents"b) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Parent included in all the Filed Parent SEC Documents filed since October 9, 1996 (the "SEC Financial Statements"i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company Parent 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 covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually ). (c) Except as reflected or reserved against in the aggregate is material). Except as provided for in the consolidated balance sheet contained in of Parent, as of September 30, 2017, or the most recent audited financial statements of the Company notes thereto, included in the Recent Filed Parent SEC Documents (such balance sheet and the "Year End notes thereto, the “Parent Balance Sheet") ”), Parent and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company nor Parent Subsidiaries do not have any Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) except other than (xi) liabilities or obligations incurred in the ordinary and usual course of business and consistent with past practicesince the date of the Parent Balance Sheet, (yii) liabilities specifically or obligations not required to be disclosed in a consolidated balance sheet of Parent or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated by this Agreementhereby, (iv) incurrence of Indebtedness under existing credit facilities or extensions, renewals or refinancings of existing Indebtedness, (v) obligations of Parent or any Parent Subsidiary to Parent or any Parent Subsidiary, and (zvi) other liabilities which will or obligations that would not exceed $2,000,000 reasonably be expected to, individually or in the aggregate, exclusive have a Parent Material Adverse Effect. (d) Parent has established and maintains disclosure controls and procedures and a system of obligations internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under Section 10.2 hereofthe Exchange Act) as required by the Exchange Act. From the date of the filing of Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 to the date of this Agreement, Parent’s auditors and the Parent Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.

SEC Documents; Undisclosed Liabilities. The Company (a) Parent has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the Securities and Exchange Commission SEC since January 1, 2009 ("SEC") since October 9such documents, 1996 (collectivelytogether with any documents filed with the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinbut excluding the Form S-4, being collectively referred to as amended, the "“Parent SEC Documents"”). As of their respective dates. (b) Each Parent SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of the Securities Act, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in all the Parent SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually ). (c) Except (i) as reflected or reserved against in the aggregate is material). Except as provided for in the Parent’s consolidated audited balance sheet contained in as of December 31, 2010 (or the most recent audited financial statements of the Company notes thereto) as included in the Recent Filed Parent SEC Documents and (the "Year End Balance Sheet"ii) for liabilities and except as disclosed obligations incurred in Section 4.5 of the Disclosure Scheduleconnection with or contemplated by this Agreement, neither the Company Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except that, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect. (d) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Parent maintains 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 assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (g) Neither Parent nor any of the Parent Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents. (h) Since January 1, 2009, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) liabilities incurred “significant deficiency” in the ordinary and usual course internal controls over financial reporting of business and consistent with past practiceParent, (y) liabilities specifically incurred “material weakness” in connection with the transactions contemplated by internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (zi) None of the Parent Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, other liabilities which will not exceed $2,000,000 in the aggregatethan Qwest Corporation and, exclusive of obligations under Section 10.2 hereof.until April 14, 2011, Qwest Communications International Inc.

SEC Documents; Undisclosed Liabilities. The Company has timely filed all required reports, schedules, forms, forms and registration statements and other documents with the SEC required to be filed pursuant to the Securities Act or the Exchange Act and Exchange Commission ("SEC") the rules and regulations of the SEC promulgated thereunder since October 9January 1, 1996 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as 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 (including any and all financial statements included therein) 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 the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (except as may be indicated therein or in the notes thereto and except, in the case of unaudited consolidated quarterly 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 respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none adjustments and the absence of which, individually or in the aggregate is materialfootnotes). Except as provided for in the balance sheet contained in the most recent audited financial statements set forth on Section 3.5 of the Company included in Disclosure Schedule, to the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 best knowledge of the Disclosure ScheduleCompany, since July 31, 2000 until the date hereof, neither the Company nor any Subsidiary of its subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (xi) liabilities incurred in as and to the ordinary extent set forth on the audited balance sheet of the Company and usual course its subsidiaries as of business and consistent with past practiceJuly 31, 2000 (including the notes thereto), (yii) liabilities specifically as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after July 31, 2000 in the ordinary course of business and consistent with past practice, (ziv) other liabilities which will not exceed $2,000,000 to the extent specifically described in the SEC Documents filed since July 31, 2000 but on or prior to the date hereof (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, exclusive of obligations under Section 10.2 hereofhave a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission SEC since December 31, 2002 ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act, ") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as unless amended or superseded in a Company SEC Document, then on the date of such dates later filing) 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. Except to the extent that information contained in a Company SEC Document has been revised or superseded by in a subsequent filing with the subsequently filed Company SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement)Document, none of the Company SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements of the Company included in all the Company SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly 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 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 quarterly statements, to normal recurring non-material year-end audit adjustments, none ). (c) Section 3.5(c) of which, individually or in the aggregate is material). Except as provided for in Company Disclosure Letter contains the balance sheet contained in the most recent audited consolidated financial statements of the Company as of December 31, 2002, and such financial statements have been prepared in accordance with GAAP applied on a consistent basis and present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of December 31, 2002 and their consolidated results of operations and cash flows for the year then ended (except for the omission of the notes thereto and subject to non-material year-end audit adjustments). (d) Except (i) as reflected in the most recent financial statements included in the Recent Company SEC Documents or in the notes thereto or (the "Year End Balance Sheet"ii) and except as disclosed for liabilities incurred in Section 4.5 of the Disclosure Scheduleconnection with this Agreement, neither the Company nor any Subsidiary of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 in the aggregate, exclusive of obligations under Section 10.2 hereof).

SEC Documents; Undisclosed Liabilities. The Company (a) Parent has timely filed all required reports, schedules, forms, statements prospectuses, and registration, proxy and other documents statements with the Securities and Exchange Commission ("SEC") SEC since October 9January 1, 1996 2002 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "Parent SEC Documents"). As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, applicable to such Parent SEC Documents, and none of the Parent SEC Documents (including any and all financial statements included therein) as of such dates 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 the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC . (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents"b) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in all the Parent SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of indicated in the SECnotes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Parent 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 quarterly statements, to normal year-end audit adjustments, none of whichwhich has been or will be, individually or in the aggregate is aggregate, material). Except as provided for . (c) Neither Parent nor any of its subsidiaries has any liabilities which, if known, would be required to be reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with GAAP or the notes thereto, except liabilities (i) reflected or reserved against on the balance sheet contained in the most recent audited financial statements of the Company Parent and its subsidiaries as of June 30, 2003 included in Parent's Quarterly Report on Form 10-Q for the Recent SEC Documents period then ended or (the "Year End Balance Sheet"ii) and except as disclosed in Section 4.5 of the Disclosure Scheduleincurred after June 30, neither the Company nor any Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred 2003 in the ordinary and usual course of business and consistent with past practicepractice that have not had and would not reasonably be expected to have, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive of obligations under Section 10.2 hereofa Parent Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission SEC since June 18, 2002 the ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act, ") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as unless amended or superseded in a Company Filed SEC Document, then on the date of such dates later filing) 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. Except to the extent that information contained in a Company SEC Document has been revised or superseded by in a subsequent filing with the Company Filed SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement)Document, none of the Company SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements of the Company included in all the Company SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly 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 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 quarterly statements, to normal recurring non-material year-end audit adjustments, none ). (c) Section 3.5(c) of which, individually or in the aggregate is material). Except as provided for in Company Disclosure Letter contains the balance sheet contained in the most recent audited unaudited consolidated financial statements of the Company as of December 31, 2002 and such financial statements have been prepared in accordance with GAAP applied on a consistent basis and present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of December 31, 2002 and their consolidated results of operations and cash flows for the year then ended (except for the omission of the notes thereto and subject to non-material year-end audit adjustments). (d) Except (i) as reflected in the most recent financial statements included in the Recent Company Filed SEC Documents or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement or the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure ScheduleTransactions, neither the Company nor any Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practicewhich, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive of obligations under Section 10.2 hereofwould reasonably be expected to have a Material Adverse Effect on the Company.

SEC Documents; Undisclosed Liabilities. The Company (a) Ashland has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and amendments thereto) required to be filed by Ashland with the Securities and Exchange Commission ("SEC") SEC since October 91, 1996 2003, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "“Ashland SEC Documents"”). . (b) As of their its respective datesdate, the each Ashland SEC Documents Document complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Ashland SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Ashland SEC Document has been revised or superseded by a subsequent filing with the later filed Ashland SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement)Document, none of the Ashland SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Ashland included in all the Ashland SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 on that basis fairly present in all material respects the consolidated financial position of the Company Ashland 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 shown (subject, in the case of unaudited quarterly interim financial statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). . (c) Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 the Ashland SEC Documents, as of the Disclosure Schedule, date of this Agreement neither the Company Ashland nor any Ashland Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent liquidated, unliquidated, fixed, contingent, disputed, undisputed, legal or otherwiseequitable) except (x) liabilities incurred required by GAAP to be set forth on a consolidated balance sheet of Ashland and its consolidated subsidiaries or disclosed in the ordinary notes thereto and usual course of business and consistent with past practicethat, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive would reasonably be expected to have an Ashland Material Adverse Effect. (d) Notwithstanding anything to the contrary contained in this Section 6.06, the Ashland Parties do not make any representation or warranty as to the financial statements, financial position, results of obligations under Section 10.2 hereofoperations or cash flows of MAP, as to any other statement, omission or information relating to MAP included or incorporated by reference in the Ashland SEC Documents, or as to the business, assets, liabilities, condition (financial or otherwise), operations or prospects of MAP.

SEC Documents; Undisclosed Liabilities. The Company (a) Since December 31, 2016, the Partnership has timely filed or furnished with the SEC all required forms, registration statements, reports, schedules, forms, schedules and statements and other documents with required to be filed or furnished under the Exchange Act or the Securities and Exchange Commission Act ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "“Partnership SEC Documents"”). As At the time filed (or, in the case of their respective datesregistration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently filed Partnership SEC Documents prior to the date of this Agreement, in which case as of the date of such amendment), each Partnership SEC Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, or the Exchange Act, as the case may be, be and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact fact, or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading. Except None of the Partnership’s Subsidiaries or the Partnership GP is required to the extent revised or superseded by a subsequent filing file periodic reports with the SEC (a copy of which has been provided to MergerCo prior pursuant to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement Exchange Act. (the "Recent SEC Documents"b) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Partnership included in all the Partnership SEC Documents filed since October 9, 1996 (the "SEC Financial Statements"i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company Partnership and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually ). (c) Except as reflected or reserved against in the aggregate is material). Except as provided for in the consolidated balance sheet contained in the most recent audited financial statements of the Company Partnership, as of December 31, 2017, or the notes thereto, included in the Recent Partnership SEC Documents (such balance sheet and the "Year End notes thereto, the “Partnership Balance Sheet") ”), the Partnership and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company nor its Subsidiaries do not have any Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) except other than (xi) liabilities or obligations incurred in the ordinary and usual course of business and consistent with past practicesince the date of the Partnership Balance Sheet, (yii) liabilities specifically or obligations not required to be disclosed in a consolidated balance sheet of the Partnership or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities reflected or reserved against in the unaudited quarterly financial statements (including, the notes thereto) of the Partnership included in the Partnership SEC Documents, (iv) liabilities or obligations incurred in connection with the transactions contemplated by this Agreement, hereby and (zv) other liabilities which will or obligations that would not exceed $2,000,000 reasonably be expected to, individually or in the aggregate, exclusive have a Partnership Material Adverse Effect. (d) The Partnership has established and maintains disclosure controls and procedures and a system of obligations internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under Section 10.2 hereofthe Exchange Act) as required by the Exchange Act. From the date of the filing of the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 to the date of this Agreement, the Partnership’s auditors and the GP Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Partnership’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership’s internal control over financial reporting.

SEC Documents; Undisclosed Liabilities. The Company (a) Parent has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the Securities and Exchange Commission SEC since January 1, 2015 ("SEC") since October 9such documents, 1996 (collectivelytogether with any documents filed with or furnished to the SEC during such period by Parent on a voluntary basis on a Current Report on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinbut excluding the Form S-4, being collectively referred to as amended, the "“Parent SEC Documents"”). As of their respective dates. (b) Each Parent SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of the Securities Act, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in all the Parent SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated 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 (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents . (the "Year End Balance Sheet"c) and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company Neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practicethat, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive have had or would reasonably be expected to have a Parent Material Adverse Effect. (d) Parent maintains a system of obligations “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (f) Neither Parent nor any of the Parent Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off‑balance‑sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements or other Parent SEC Documents. (g) As of the date hereof, since January 1, 2017, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of Parent, (ii) “material weakness” in the internal controls over financial reporting of Parent or (iii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (h) None of the Parent Subsidiaries is, or has at any time since January 1, 2017 been, subject to the reporting requirements of Section 10.2 hereof13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed or furnished, as applicable, all required reports, schedules, forms, statements and other documents required to be filed or furnished, as applicable, by the Company with the Securities and Exchange Commission SEC since January 1, 2003 ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "“Company SEC Documents"”). . (b) As of their its respective datesdate, each Company SEC Document and the SEC Documents Draft 2004 10-K each complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act, or the Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and, to the extent in effect and applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (“SOX”), and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all each of the Company SEC Documents filed since October 9and the Draft 2004 10-K (collectively, 1996 (the "SEC “Company Financial Statements"”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 shown (subject, in the case of unaudited quarterly statementsstatements (other than those contained in the Draft 2004 10-K), to normal year-end audit adjustments, none of which, individually ). (c) Except to the extent accrued or reserved in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure ScheduleFinancial Statements, neither the Company nor any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except (x) liabilities incurred for those arising in the ordinary and usual course of business and consistent with past practice, for taxes or that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. (yd) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities specifically incurred of, the Company or any of the Company Subsidiaries in connection the Company’s or such Company Subsidiary’s audited financial statements or other Company SEC Documents. (f) None of the Company Subsidiaries is, or has at any time since January 1, 2003, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (g) The Company maintains internal accounting controls that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (iii) access to its assets is permitted only in accordance with management’s general or specific authorization and (iv) the transactions contemplated recorded accountability for its assets is compared with existing assets at reasonable intervals. (h) The Company has established and maintains “disclosure controls and procedures” (as such terms are defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, including controls and procedures to ensure that such information is accumulated and communicated to the Company’s management, including its principal executive officer and its principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. (i) Since the date of the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (j) Since the date of the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, there have been no material changes in internal control over financial reporting that have materially affected or are reasonably likely to materially affect internal controls over financial reporting. (k) The Company intends to file its Annual Report on Form 10-K for the year ended December 31, 2004, within five business days of the date of this Agreement, and (z) other liabilities which such Annual Report as filed with the SEC will not exceed $2,000,000 in contain any material changes from the aggregate, exclusive of obligations under Section 10.2 hereof.Draft 2004 10-K.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the Securities and Exchange Commission SEC since January 1, 2009 ("SEC") since October 9such documents, 1996 (collectivelytogether with any documents filed with the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinbut excluding the Proxy Statement, being collectively referred to as amended, the "“Company SEC Documents"”). As of their respective dates. (b) Each Company SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually ). (c) Except (i) as reflected or reserved against in the aggregate is material). Except as provided for in the Company’s consolidated audited balance sheet contained in as of December 31, 2010 (or the most recent audited financial statements of the Company notes thereto) as included in the Recent Filed Company SEC Documents and (the "Year End Balance Sheet"ii) for liabilities and except as disclosed obligations incurred in Section 4.5 of the Disclosure Scheduleconnection with or contemplated by this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (d) Each of the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) The Company maintains 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 assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (h) Since January 1, 2009, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) liabilities incurred “significant deficiency” in the ordinary and usual course internal controls over financial reporting of business and consistent with past practicethe Company, (y) liabilities specifically incurred “material weakness” in connection with the transactions contemplated by this Agreement, and internal controls over financial reporting of the Company or (z) fraud, whether or not material, that involves management or other liabilities which will not exceed $2,000,000 employees of the Company who have a significant role in the aggregateinternal controls over financial reporting of the Company. (i) None of the Company Subsidiaries is, exclusive or has at any time since January 1, 2009 been, subject to the reporting requirements of obligations under Section 10.2 hereof13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) BellRing and its Subsidiaries have filed and furnished all BellRing SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinBellRing SEC Documents, as amended, the "SEC Documents"). As of their respective dates, effective dates (in the case of the BellRing SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other of the BellRing SEC Documents), or, if amended, as finally amended prior to the date of this Agreement, complied in all material respects with the requirements of the Securities Exchange Act, or the Exchange Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the BellRing SEC Documents, and none of the BellRing SEC Documents (including any and all financial statements included therein) as of such 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 the light of the circumstances under which they were made, not misleading. . (b) Except to (i) as reflected or otherwise reserved against on the extent revised or superseded balance sheet of BellRing and its consolidated Subsidiaries as of June 30, 2021 (including the notes thereto) included in the BellRing SEC Documents filed by a subsequent filing with the SEC (a copy of which has been provided to MergerCo BellRing and publicly available prior to the date of this Agreement), none of the SEC Documents filed by the Company (ii) for Liabilities incurred since May 31June 30, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly 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 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 quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company nor any Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred 2021 in the ordinary and usual course of business and consistent with past practice, ; (yiii) liabilities specifically for Liabilities set forth on Section 7.5(b) of the BellRing Disclosure Schedule; and (iv) for Liabilities incurred under or in accordance with this Agreement and the other Transaction Agreements to which BellRing is a party or in connection with the transactions contemplated by this Agreementhereby or thereby, BellRing has no Liabilities that would be required to be reflected or reserved against on a consolidated balance sheet of BellRing prepared in accordance with GAAP or the notes thereto, other than as have not and (z) other liabilities which will would not exceed $2,000,000 reasonably be expected to have, individually or in the aggregate, exclusive of obligations under Section 10.2 hereofa BellRing Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The (a) Since July 14, 2021, the Company has timely filed or furnished all required reportsforms, statements, schedules, documents and reports required to be filed or furnished by it with the SEC, together with all certifications required pursuant to SOX (such forms, statements statements, schedules, documents and other documents reports together with the Securities and Exchange Commission ("SEC") since October 9, 1996 (collectively, and in each case including all any exhibits and schedules thereto and documents other information incorporated by reference therein, as amended, the "“Company SEC Documents"”). As No Company Subsidiary is required to file or furnish any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (b) Each of their respective dates, the Company SEC Documents (i) at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or superseded filing) or the time at which it became effective, as the case may be, complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and of the NYSE applicable to such Company SEC DocumentsDocument; and (ii) did not at the time it was filed (or, and none if amended or superseded by a filing prior to the date of this Agreement, then on the SEC Documents (including any and all financial statements included therein) as date of such dates contained amended or superseded filing) or at the time at which it became effective, as the case may be, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included or incorporated by reference in all the Company SEC Documents filed since October 9complied, 1996 (at the "SEC Financial Statements") comply as to form time they were filed, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with accounting principles generally accepted accounting principles (except, in the case United States of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECAmerica (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). As of the date of this Agreement, none (i) there are no outstanding unresolved comments with respect to the Company or the Company SEC Documents filed with the SEC noted in comment letters or other correspondence received by the Company or its attorneys from the SEC; and (ii) to the Knowledge of whichthe Company, there are no pending formal or informal investigations of the Company by the SEC. The Company is, and since July 14, 2021, has been, in compliance in all material respects with (i) the applicable provisions of SOX and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (c) Except (i) as reflected or reserved against in the Company’s unaudited consolidated balance sheet as of June 30 2024 (or the notes thereto) as included in the Company SEC Documents (the “Most Recent Company Balance Sheet”); or (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2024 or in connection with or contemplated by this Agreement; and (iii) for liabilities and obligations that, individually or in the aggregate is material). Except aggregate, have not had or would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as provided for in the balance sheet contained in the most recent audited financial statements a whole, which liabilities covered by clauses (ii) and (iii) do not exceed five percent (5%) of the liabilities and obligations reflected on the Most Recent Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, due or to become due, determined or determinable, contingent or otherwise). (d) except Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, (xi) liabilities incurred any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or (ii) any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)). (e) Since December 31, 2023, none of the Company, the Company’s independent accountants, or the Company Board (or the audit committee of the Company Board) has received any oral or written notification of any (i) “significant deficiency” in the ordinary and usual course internal controls over financial reporting of business and consistent with past practicethe Company, (yii) liabilities specifically incurred “material weakness” in connection with the transactions contemplated by internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company, and except as expressly described in the Company SEC Documents, there is no such, and as of June 30, 2024 there was no such, “significant deficiency” or “material weakness.” For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (f) The Company maintains 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 assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (ziii) other liabilities which will not exceed $2,000,000 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. Except as described in the aggregateCompany SEC Documents, exclusive (1) as of obligations June 30, 2024, there were no material weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and (2) since December 31, 2023, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. (g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under Section 10.2 hereofthe Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the Chief Executive Officer and Chief Financial Officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (h) The Company has made available to Parent or its advisors true and complete copies of all written comment letters from the staff of the SEC since July 14, 2021 relating to the Company SEC Documents and all written responses of the Company thereto through the date of this Agreement. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, and there are no other governmental inquiries or investigations or internal investigations pending or threatened regarding any accounting practices of the Company.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the Securities SEC since January 1, 2015 (such documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement and Exchange Commission ("SEC") since October 9the Form S‑4, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to as amended, the "“Company SEC Documents"”). As of their respective dates. (b) Each Company SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated 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 (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents . (the "Year End Balance Sheet"c) and except as disclosed in Section 4.5 of the Disclosure Schedule, neither Neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practicethat, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive have had or would reasonably be expected to have a Company Material Adverse Effect. (d) The Company maintains a system of obligations “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (e) The “disclosure controls and procedures” (as defined in Rules 13a‑15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (g) As of the date hereof, since January 1, 2017, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company. (h) None of the Company Subsidiaries is, or has at any time since January 1, 2017 been, subject to the reporting requirements of Section 10.2 hereof13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the Securities and Exchange Commission SEC since December 31, 2002 ("SEC") since October 9, 1996 (collectively, and in each case including together with all exhibits and schedules thereto and documents information incorporated therein by reference therein, as amendedreference, the "“SEC Documents"”). As of their its respective datesdate, the each SEC Documents Document complied in all material respects with the requirements of the Securities Act, or the Exchange ActAct of 1933, as the case may beamended, and the rules and regulations of the SEC promulgated thereunder (the “Securities Act”), the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), in each case, applicable to such SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) 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 the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been duly revised or superseded by a subsequent filing with the later-filed SEC Document filed and publicly available prior to March 9, 2005 (a copy of which has been provided to MergerCo prior to the date of this Agreement“Filed SEC Document”), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates of filing with the SEC, the consolidated financial statements (including the related notes) of the Company included in all the SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 ). Such consolidated financial statements fairly present 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 ended. None of the Company Subsidiaries is, or has at any time been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (subjectb) Except as set forth on the face of, or expressly identified in the case of unaudited quarterly statementsnotes to, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements balance sheet of the Company included in the Recent Filed SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure ScheduleDocuments, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred required under GAAP to be set forth on such balance sheet or in such notes thereto that individually or in the ordinary aggregate have had or would reasonably be expected to have a Company Material Adverse Effect. (c) Each of the Company and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection its senior financial officers has consulted with the transactions contemplated Company’s independent auditors and with the Company’s outside counsel with respect to, and (to the extent applicable to the Company) is familiar in all material respects with, the requirements of SOX as in existence as of February 28, 2005. The Company is, and has been, in compliance in all material respects with the provisions of SOX applicable to it. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the SEC Documents, and the statements contained in such certifications are accurate in all material respects as of February 28, 2005. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any Company Subsidiary has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Neither the Company nor Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s or such Company Subsidiary’s published financial statements or other SEC Documents. (f) The books, records and accounts of the Company, all of which have been made available to Parent upon Parent’s request, are complete and correct in all material respects. (g) The Company’s system of internal controls over financial reporting are reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the authorization of management and (ziii) other liabilities which will not exceed $2,000,000 regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of December 31, 2004 (nor has any such deficiency or weakness since been identified) and, to management’s knowledge and belief, the Company’s external auditors are in a position to deliver an attestation without qualification of management’s internal control report to be included in the aggregateCompany’s Form 10-K filing for the period ended December 31, exclusive 2004. (h) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of obligations the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (i) Since February 28, 2005, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact or circumstance that is reasonably likely to result in a substantial change to the Company’s internal controls over financial reporting. (j) Since the date of the most recent Filed SEC Report, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “material weakness” in the Company’s internal controls over financial reporting. (k) The audit committee of the Board of Directors of the Company includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. (l) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 10.2 hereof406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics.

SEC Documents; Undisclosed Liabilities. The Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the Securities and Exchange Commission SEC since June 23, 1998 ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "COMPANY SEC DocumentsDOCUMENTS"). As of their its respective datesdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Securities Act, Exchange Act or the Exchange ActSecurities Act of 1933, as amended (the "SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy As of which has been provided to MergerCo prior to the date of this Agreement), none of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (filed with the SEC Documents filed by the Company since May 31on April 1, 1997 and prior to the date of this Agreement 2002) (the "Recent 2001 FORM 10-K"), its definitive Proxy Statement with respect to its 2001 Annual Meeting of the Company's shareholders (filed with the SEC Documentson April 30, 2001), and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (filed with the SEC on May 15, 2002) (collectively, the "2002 SEC DOCUMENTS") contains taken together do not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply 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 of the dates of their respective filing, have been were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly 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 presented 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 quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for set forth in the balance sheet contained in the most recent audited financial statements of the Filed Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed defined in Section 4.5 of the Disclosure Schedule3.08), neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto, other than liabilities or obligations incurred in the ordinary and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection with prior practice since the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 date of the most recent financial statements included in the aggregate, exclusive of obligations under Section 10.2 hereofFiled Company SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed Live Nation SEC Documents include all required reports, schedules, forms, statements, registration statements, prospectuses, proxy statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Live Nation with the Securities and Exchange Commission SEC since January 1, 2008, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 ("SEC"“SOX”). (b) since October 9Each Live Nation SEC Document (i) at the time filed (or, 1996 (collectivelyif amended or superseded by a filing prior to the date of this Agreement, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthen on the date of such filing), as amended, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Live Nation SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Live Nation included in all the Live Nation SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company Live Nation and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Live Nation is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Except (i) as reflected or reserved against in Live Nation’s consolidated audited balance sheet as of December 31, none 2007 (or the notes thereto) as included in the Live Nation SEC Documents, (ii) for liabilities and obligations incurred in the ordinary course of whichbusiness consistent with past practice since December 31, 2007 or in connection with or contemplated by this Agreement or (iii) for liabilities and obligations that, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Scheduleaggregate, have not had or would not reasonably be expected to have a Live Nation Material Adverse Effect, neither the Company Live Nation nor any Live Nation Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (d) except Each of the chief executive officer of Live Nation and the chief financial officer of Live Nation (xor each former chief executive officer of Live Nation and each former chief financial officer of Live Nation, as applicable) liabilities incurred has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Live Nation SEC Documents, and the statements contained in the ordinary such certifications are true and usual course accurate. For purposes of business and consistent with past practice, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (z3), since the enactment of SOX, none of Live Nation or any of the Live Nation Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) other liabilities which will not exceed $2,000,000 Live Nation maintains 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 assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Live Nation’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Live Nation’s receipts and expenditures are being made only in accordance with authorizations of Live Nation’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Live Nation’s assets that could have a material effect on Live Nation’s financial statements. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Live Nation are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Live Nation in the aggregatereports that it files or submits under the Exchange Act is recorded, exclusive processed, summarized and reported within the time periods specified in the rules and forms of obligations the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Live Nation, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Live Nation to make the certifications required under the Exchange Act with respect to such reports. (g) Neither Live Nation nor any of the Live Nation Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Live Nation and any of the Live Nation Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Live Nation or any of the Live Nation Subsidiaries in Live Nation’s or such Live Nation Subsidiary’s published financial statements or other Live Nation SEC Documents. (h) Since January 1, 2008, none of Live Nation, Live Nation’s independent accountants, the Live Nation Board or the audit committee of the Live Nation Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of Live Nation, (ii) “material weakness” in the internal controls over financial reporting of Live Nation or (iii) fraud, whether or not material, that involves management or other employees of Live Nation who have a significant role in the internal controls over financial reporting of Live Nation. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (i) None of the Live Nation Subsidiaries is, or has at any time since January 1, 2007 been, subject to the reporting requirements of Section 10.2 hereof13(a) or 15(d) of the Exchange Act. (j) Since January 1, 2008, no attorney representing Live Nation or any of the Live Nation Subsidiaries, whether or not employed by Live Nation or any Live Nation Subsidiary, has reported to the chief legal counsel or chief executive officer of Live Nation evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Live Nation or any of its officers, directors, employees or agents pursuant to Section 307 of SOX. (k) Since January 1, 2008, to the Knowledge of Live Nation, no employee of Live Nation or any of the Live Nation Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of SOX by Live Nation or any of the Live Nation Subsidiaries. (l) To the Knowledge of Live Nation, none of the Live Nation SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. Live Nation has made available to Ticketmaster true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2008 through the date of this Agreement relating to the Live Nation SEC Documents and all written responses of Live Nation thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Live Nation SEC Documents other than confidential treatment requests. To the Knowledge of Live Nation, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Live Nation.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the Securities and Exchange Commission SEC since January 1, 2011 ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "“Company SEC Documents"”). . (b) As of their respective dates, effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), each Company SEC Document complied in all material respects with the requirements of the Securities Act, Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequent filing with the later filed Company SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement)Document, none of the Company SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q and Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company 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 shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). No investigation by the SEC with respect to the Company or any of the Company Subsidiaries is pending or, none of whichto the Company’s knowledge, individually or threatened. (c) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the aggregate reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (d) The Company and the Company Subsidiaries have established and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) regarding the reliability of the Company’s and its consolidated subsidiaries’ financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Company are being made only in accordance with the authorization of management and directors of the Company and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. The Company has disclosed, based on the most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (1) any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Company, since January 1, 2011, has complied in all material respects with, and is in compliance in all material respects with, all current listing and corporate governance requirements of NASDAQ, and is in compliance in all material respects with all rules, regulations and requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC. There are no outstanding loans or other extension of credit made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any off balance sheet arrangements (as defined in Item 303(a) of Regulation S-K under the Securities Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s published financial statements or other Company SEC Documents. (g) The Company has made available to Parent accurate and complete copies of all material correspondence since January 1, 2011 through the date hereof between the SEC, on the one hand, and the Company and the Company Subsidiaries, on the other hand, including comment letters from the staff of the SEC relating to the Company SEC Documents containing unresolved comments and all written responses of the Company thereto. To the knowledge of the Company, as of the date hereof, no Company SEC Document is the subject of ongoing review, comment or investigation by the SEC. (h) Except as provided for in the balance sheet contained set forth in the most recent audited consolidated financial statements of the Company included in the Recent Company SEC Documents (prior to the "Year End Balance Sheet") and except as disclosed in Section 4.5 date of the Disclosure Schedulethis Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto except (xi) liabilities or obligations incurred in the ordinary and usual course of business and consistent with past practice, since the date of such financial statements; (yii) liabilities specifically and obligations that, individually or in the aggregate, are not material to the Company and the Company Subsidiaries, taken as a whole; or (iii) liabilities and obligations under this Agreement or, except as otherwise expressly prohibited by this Agreement, incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 in the aggregate, exclusive of obligations under Section 10.2 hereofTransactions.

SEC Documents; Undisclosed Liabilities. 3.7.1. The Company has timely filed all required reportsObjet SEC Document (i) as of March 22, schedules2012 (“F-1 Date”), forms, statements and other documents with the Securities and Exchange Commission ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, complied as amended, the "SEC Documents"). As of their respective dates, the SEC Documents complied to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents Document and (including any and all financial statements included thereinii) as of did not at such dates contained time contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Objet included in all the Objet SEC Documents filed since October 9Document complied, 1996 (at the "SEC Financial Statements") comply F-1 Date, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with accounting principles generally accepted accounting principles (except, in the case United States of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECAmerica (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company Objet and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). 3.7.2. Except (i) as reflected or reserved against in Objet’s consolidated balance sheet as of December 31, none 2011 (or the notes thereto) as included in the Objet SEC Document, (ii) for liabilities and obligations incurred in the ordinary course of whichbusiness consistent with past practice since December 31, 2011 or in connection with or contemplated by this Agreement, (iii) for the Merger Sub Intercompany Note, and (iv) for liabilities and obligations that, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Scheduleaggregate, have not had or would not reasonably be expected to have an Objet Material Adverse Effect, neither the Company Objet nor any Objet Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). 3.7.3. Neither Objet nor any of the Objet Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Objet and any of the Objet Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance-sheet arrangements” (as defined in Item 303(a) except of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Objet or any of the Objet Subsidiaries in Objet's or such Objet Subsidiary’s published financial statements or the Objet SEC Document. 3.7.4. Since January 1, 2011, none of Objet, Objet's independent accountants, or the Objet Board has received any oral or written notification of any (xi) liabilities incurred “significant deficiency” in the ordinary and usual course internal controls over financial reporting of business and consistent with past practiceObjet, (yii) liabilities specifically incurred “material weakness” in connection with the transactions contemplated by internal controls over financial reporting of Objet or (iii) fraud, whether or not material, that involves management or other employees of Objet who have a significant role in the internal controls over financial reporting of Objet. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. 3.7.5. To Objet’s Knowledge, Objet maintains 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 assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Objet’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that Objet’s receipts and expenditures are being made only in accordance with authorizations of Objet’s management and directors; and (ziii) other liabilities which will not exceed $2,000,000 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Objet’s assets that could have a material effect on Objet’s financial statements. Except as described in the aggregateObjet SEC Documents, exclusive (1) as of obligations under December 31, 2011, there were no material weaknesses in Objet’s internal control over financial reporting (whether or not remediated) and (2) since December 31, 2011, there has been no change in Objet’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Objet’s internal control over financial reporting. 3.7.6. Neither Objet nor any of the Objet Subsidiaries is, or has at any time been, subject to the reporting requirements of Section 10.2 hereof13(a) or 15(d) of the Exchange Act. 3.7.7. Objet has made available to Stratasys true and complete copies of all written comment letters from the staff of the SEC through the date of this Agreement relating to the Objet SEC Document and all written responses of Objet thereto through the date of this Agreement other than with respect to requests for confidential treatment. To the Knowledge of Objet, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Objet.

SEC Documents; Undisclosed Liabilities. The (a) Except as set forth on Schedule 4.7, the Company has timely filed all required reports, schedules, forms, statements and other documents (the “Company SEC Documents”) required to be filed by the Company with the SEC since January 1, 2002 pursuant to Sections 13(a) and 15(d) of the Exchange Act or pursuant to the Securities and Exchange Commission Act. ("SEC"b) since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "SEC Documents"). As of their its respective datesdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Securities Act, Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) did not, as of such dates contained its filing date, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequent filing with the later filed Company SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement)Document, none of the Company SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly 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 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 shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents . (the "Year End Balance Sheet"c) and except as disclosed in Section 4.5 of the Disclosure Schedule, neither Neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the ordinary and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreementnotes thereto, and (z) other liabilities which will not exceed $2,000,000 that, individually or in the aggregate, exclusive of obligations under Section 10.2 hereofwould have, or would reasonably be expected to have, a Material Adverse Effect on the Company, except those reflected in the financial statements included in the Company SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the Securities and Exchange Commission SEC since January 1, 2023 ("SEC"such documents, together with any documents filed with the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”). (b) since October 9Each Company SEC Document (i) at the time filed or, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinif amended or supplemented, as amendedof the date of the most recent amendment or supplement thereto (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, the "SEC Documents"). As as of their respective effective dates), the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or, and none if amended or supplemented by a filing or amendment or supplement prior to the date of this Agreement, then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment or supplement) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to the absence of footnote disclosure and to normal year-end audit adjustments). As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the Knowledge of the Company, none of which, individually the Company SEC Documents is subject to ongoing SEC review. The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE. (c) Except (i) as specifically reflected or adequately reserved against in the aggregate is material). Except Company’s consolidated balance sheet as provided for of September 30, 2024 (or the notes thereto) (the “Balance Sheet”) included in the balance sheet contained Filed Company SEC Documents, (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement and (iii) for liabilities and obligations that have been incurred in the most recent audited financial statements ordinary course of business consistent with past practice since September 30, 2024 (none of which relates to or arises from a violation of Law, tort, breach of Contract, infringement or misappropriation), none of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the or any Company nor any Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred in which are required to be recorded or reflected on a balance sheet, including the ordinary and usual course of business and consistent with past practicefootnotes thereto, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreementunder GAAP, and (z) other liabilities which will not exceed $2,000,000 that individually or in the aggregate, exclusive have been or would reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. There are no (A) unconsolidated Subsidiaries of the Company, or (B) off-balance sheet arrangements to which the Company or any of the Company Subsidiaries is a party of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the Company SEC Documents or any obligations of the Company or any of the Company Subsidiaries to enter into any such arrangements. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) None of the Company Subsidiaries is, or has at any time since January 1, 2023 been, subject to the reporting requirements of Section 10.2 hereof13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed or furnished all required material reports, schedules, forms, statements and other documents required to be filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act by the Company with the Securities and Exchange Commission ("SEC") SEC since October 9January 1, 1996 2012 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amendedsuch statements and reports may have been amended since the date of their filing, the "“Company SEC Documents"”). . (b) As of their respective dates, effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) 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 the light of the circumstances under which they were made, not misleading. Except except to the extent revised amended or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains did not contain any untrue statement of a material fact or omits omit to state 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. misleading (provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document). (c) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in all the Company SEC Documents when filed since October 9, 1996 (the "SEC Financial Statements"i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) 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 covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually ). (d) Except as reflected or reserved against in the aggregate is material). Except as provided for in the consolidated balance sheet contained in the most recent audited financial statements of the Company Company, as of December 31, 2014, or the notes thereto, included in the Recent Company SEC Documents (such balance sheet and the "Year End notes thereto, the “Company Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule”), neither the Company nor and the Company Subsidiaries do not have any Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) except other than (xi) liabilities or obligations incurred in the ordinary and usual course of business and consistent with past practicesince the date of the Company Balance Sheet, (yii) liabilities specifically or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated by this Agreement, Transactions and (ziv) other liabilities which will or obligations that would not exceed $2,000,000 reasonably be expected to, individually or in the aggregate, exclusive have a Company Material Adverse Effect. (e) The Company has established and maintained disclosure controls and procedures and a system of obligations internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act), as required by Rule 13a-15 under the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (f) There are no outstanding loans or other extensions of credit made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), taken any action prohibited by Section 10.2 hereof402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (g) Since January 1, 2012, (i) the Company has, to its knowledge, complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq and (ii) each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and Nasdaq, and the statements contained in any such certifications are complete and correct. (h) Since January 1, 2012, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any Company Subsidiary was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.

SEC Documents; Undisclosed Liabilities. The Company Target has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the Securities SEC since January 1, 1998, and Exchange Commission ("SEC") Dove has filed all such reports since October 9August 1, 1996 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "Target SEC Documents"). As of their respective dates, the Target SEC Documents complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Target SEC Documents, and none of the Target SEC Documents when filed (including any and all financial statements included therein) or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such dates filing) 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. Except to the extent that information contained in any Target SEC Document has been revised or superseded by a subsequent filing with the later filed Target SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement)Document, none of the Target SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Target SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form form, as of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements and the published rules 14 14 and regulations of the SEC with respect theretothereto ("Accounting Rules"), have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly 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 respective consolidated financial position of the Company Target and its Dove and their respective consolidated Subsidiaries as of the dates thereof and the their respective consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments, none adjustments and the absence of which, individually or in the aggregate is materialfootnotes if applicable). Except (i) as provided for reflected in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent Target Filed SEC Documents or (ii) for liabilities incurred in connection with this Agreement or the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Scheduletransactions contemplated by this Agreement, neither the Company Target nor any Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred that would be required to be disclosed on a balance sheet of Target and its consolidated Subsidiaries or the footnotes thereto prepared in the ordinary and usual course of business and consistent accordance with past practiceGAAP which, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive of obligations under Section 10.2 hereofare reasonably likely to have a Material Adverse Effect on Target.

SEC Documents; Undisclosed Liabilities. (a) The Company Purchaser has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission (the "SEC") since October 9December 31, 1996 1997 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "SEC DocumentsReports"). As of their respective dates, the SEC Documents Reports complied in all material respects with the requirements of the Securities Act, Act or the Exchange 1934 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentsReports, and none of the SEC Documents (including any and all financial statements included therein) as of such dates Reports when 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. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Purchaser included in all the SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") Reports comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECQ) 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 Purchaser 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 quarterly statements, to normal year-end audit adjustments) (b) There are no material liabilities of the Purchaser of a type required to be reflected on a balance sheet of the Purchaser prepared in accordance with GAAP, none of whichwhether accrued, individually contingent, absolute, determined, determinable or in the aggregate is material). Except as otherwise, other than: (i) liabilities disclosed or provided for in the balance sheet contained in SEC Reports; (ii) liabilities incurred since the date of the most recent audited financial statements of the Company included SEC Reports in the Recent SEC Documents ordinary course of business or publicly announced by the Purchaser through press releases (the "Year End Balance SheetPress Releases") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company nor any Subsidiary has any liabilities or obligations of any nature ); and (whether accrued, absolute, contingent or otherwise) except (xiii) liabilities incurred in the ordinary and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection with the transactions contemplated by under this Agreement, and (z) other liabilities which will not exceed $2,000,000 in the aggregate, exclusive of obligations under Section 10.2 hereof.

SEC Documents; Undisclosed Liabilities. The Company has timely filed all required reports, schedules, forms, forms and registration statements and other documents with the Securities and Exchange Commission ("SEC") SEC since October 9January 1, 1996 1998 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as 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 (including any and all financial statements included therein) 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 the light of the circumstances under which they were made, not misleading. Except None of the Company's subsidiaries is required to the extent revised or superseded by a subsequent filing file periodic reports with the SEC (a copy of which has been provided pursuant to MergerCo prior to the date of this Agreement), none Section 13 or 15(d) of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingExchange Act. The consolidated financial statements of the Company included in all the SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, (i) as permitted by Form 10-Q of the SEC, (ii) as may be indicated in footnotes thereto or in the SEC Documents and (iii) that they are subject to normal and recurring year-end adjustments none of which has been or will be material) 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 quarterly statements, to normal year-end audit adjustments, adjustments none of which, individually which has been or in the aggregate is will be material). Except as provided for in the balance sheet contained in the most recent audited financial statements Total Consolidated Net Indebtedness of the Company included as of December 14, 2001, was not more than $213 million. "Total Consolidated Net Indebtedness" means (a) all obligations for borrowed money; (b) all obligations to pay deferred purchase price of property or services excluding trade account payables in the Recent SEC Documents ordinary course of business and (excluding contingent payment obligations under the "Year End Balance Sheet"Contingent Payment Agreement dated January 15, 1999, as amended, by and among Marius ven der Watt, JRAM Trust, Universal Technologies Insurance Company Limited, International Technologies Insurance Company Limited, EMTMLT 1998 Trust, Impac Technologies, Inc. and SLC Technologies, Inc.); (c) all obligations evidenced by notes, bonds, debentures, or other similar instruments; (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property; (e) capital lease obligations; and except (f) all reimbursement obligations contingent or otherwise, under a drawn acceptance, letter of credit or a similar facility, less cash and cash equivalents. Except as disclosed set forth in Section 4.5 3.6 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of its subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto except (xi) liabilities as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2000 (including the notes thereto), (ii) as incurred in connection with the Transactions, (iii) as incurred after December 31, 2000 in the ordinary and usual course of business and consistent with past practice, (yiv) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 as described in the aggregateSEC Documents filed since December 31, exclusive 2000 but prior to the date of obligations under Section 10.2 hereofthis Agreement or (v) as would not reasonably be expected to be material and adverse to the Company and its subsidiaries taken as a whole.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the Securities and Exchange Commission SEC since January 3, 2010 ("SEC") since October 9such documents, 1996 (collectivelytogether with any documents filed with the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinbut excluding the Proxy Statement, being collectively referred to as amended, the "Company SEC Documents"). As of their respective dates. (b) Each Company SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually ). (c) Except (i) as reflected or reserved against in the aggregate is material). Except as provided for in the Company's consolidated audited balance sheet contained in as of December 31, 2011 (or the most recent audited financial statements of the Company notes thereto) included in the Recent Filed Company SEC Documents Documents, (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the "Year End Balance Sheet"ordinary course of business since December 31, 2011 and (iv) for liabilities and except as disclosed obligations that have been discharged or paid in Section 4.5 full in the ordinary course of the Disclosure Schedulebusiness, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except that, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate as of the date of such certifications. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, "extensions of credit" to directors or executive officers within the meaning of Section 402 of SOX. (e) The Company maintains a system of "internal control over financial reporting" (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP applied on a consistent basis during the periods involved, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company's properties or assets. (f) The "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company's or such Company Subsidiary's published financial statements or other Company SEC Documents. (h) Since January 2, 2011, none of the Company, the Company Board, the audit committee of the Company Board or, to the Knowledge of the Company, the Company’s independent accountants has received any oral or written notification of any (x) liabilities incurred “significant deficiency” in the ordinary and usual course internal controls over financial reporting of business and consistent with past practicethe Company, (y) liabilities specifically incurred “material weakness” in connection with the transactions contemplated by this Agreement, and internal controls over financial reporting of the Company or (z) fraud, whether or not material, that involves management or other liabilities which will not exceed $2,000,000 employees of the Company who have a significant role in the aggregateinternal controls over financial reporting of the Company. (i) None of the Company Subsidiaries is, exclusive or has at any time since January 1, 2009 been, subject to the reporting requirements of obligations under Section 10.2 hereof13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The Company (a) Pine has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Pine with the Securities SEC since January 1, 2007 (such documents, together with any documents filed with the SEC during such period by Pine on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and Exchange Commission ("SEC") since October 9the Form S-4, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to as amended, the "“Pine SEC Documents"”). As of their respective dates. (b) Each Pine SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Pine SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Pine included in all the Pine SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company Pine and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually ). (c) Except (i) as reflected or reserved against in the aggregate is material). Except as provided for in the Pine’s consolidated audited balance sheet contained in as of December 31, 2007 (or the most recent audited financial statements of the Company notes thereto) as included in the Recent Filed Pine SEC Documents and (the "Year End Balance Sheet"ii) for liabilities and except as disclosed obligations incurred in Section 4.5 of the Disclosure Schedule, connection with or contemplated by this Agreement neither the Company Pine nor any Pine Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practicethat, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive have had or would reasonably be expected to have a Pine Material Adverse Effect. (d) Each of obligations the chief executive officer of Pine and the chief financial officer of Pine (or each former chief executive officer of Pine and each former chief financial officer of Pine, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Pine SEC Documents, and the statements contained in such certifications are true and accurate. None of Pine or any of the Pine Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 10.2 hereof402 of SOX. (e) Pine maintains 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 assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and

SEC Documents; Undisclosed Liabilities. (a) The Company has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the Securities and Exchange Commission SEC since January 1, 2024 ("SEC"such documents, together with any documents filed with the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”). (b) since October 9Each Company SEC Document (i) at the time filed or, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinif amended or supplemented, as amendedof the date of the most recent amendment or supplement thereto (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, the "SEC Documents"). As as of their respective effective dates), the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or became effective in the case of registration statements or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to the absence of footnote disclosure and to normal year-end audit adjustments). (c) Except (i) as reflected or reserved against in the Company’s consolidated balance sheet as of June 30, none 2025 (or the notes thereto) included in the Company SEC Documents, (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of whichbusiness consistent with past practice since June 30, 2025, (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business consistent with past practice, and (v) for liabilities and obligations that, individually or in the aggregate is material). Except aggregate, are not material to the Company and the Company Subsidiaries, taken as provided for in the balance sheet contained in the most recent audited financial statements a whole, none of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the or any Company nor any Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred which are required to be recorded or reflected on a balance sheet, or in the ordinary footnotes thereto, under GAAP. (d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and usual course 15d-15(f) under the Exchange Act) designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of business and consistent financial statements in conformity with past practiceGAAP consistently applied, (yii) liabilities specifically incurred that transactions are executed only in connection accordance with the transactions contemplated by this Agreement, authorization of management and (ziii) other liabilities which will not exceed $2,000,000 regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. No material weakness exists with respect to the Company’s system of internal control over financial reporting that would be required to be disclosed by the Company pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC. (e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the aggregatereports that it files or submits under the Exchange Act is recorded, exclusive processed, summarized and reported within the time periods specified in the rules and forms of obligations the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (f) None of the Company Subsidiaries is, or has at any time since January 1, 2022, been, subject to the reporting requirements of Section 10.2 hereof13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The Company (a) During the past three (3) years, Sun has timely filed or furnished all required reportsforms, statements, schedules, documents and reports required to be filed or furnished by it with the SEC (such forms, statements statements, schedules, documents and other documents with reports, the Securities and Exchange Commission “Sun SEC Documents”). ("SEC"b) since October 9Each of the Sun SEC Documents (i) at the time filed (or, 1996 (collectivelyif amended or superseded by a filing prior to the date of this Agreement, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthen on the date of such filing) or the time at which it became effective, as amendedthe case may be, the "SEC Documents"). As of their respective dates, the SEC Documents complied as to form in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, Act or the Exchange ActIsraeli Securities Law (where applicable), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Sun SEC DocumentsDocument; and (ii) did not at the time it was filed (or, and none if amended or superseded by a filing prior to the date of this Agreement, then on the SEC Documents (including any and all financial statements included therein) as date of such dates contained filing) or at the time at which it became effective, as the case may be, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Sun included in all the Sun SEC Documents filed since October 9complied, 1996 (at the "SEC Financial Statements") comply time they were filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company Sun 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 shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). As of the date Sun countersigns this Agreement, none (i) there are no outstanding unresolved comments with respect to Sun or the Sun SEC Documents filed with the SEC or ISA noted in comment letters or, to the Knowledge of whichSun, other correspondence received by ▇▇▇ or its attorneys from the SEC or ISA and (ii) to the Knowledge of Sun, there are no pending formal or informal investigations of Sun by the SEC or ISA. Sun is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (c) Except (i) as reflected or reserved against in Sun’s consolidated balance sheet as of March 31, 2023 (or the notes thereto) as included in the Sun SEC Documents; (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since March 31, 2023 or in connection with or contemplated by this Agreement; and (iii) for liabilities and obligations that, individually or in the aggregate is material). Except aggregate, have not had or would not reasonably be expected to be material to Sun and the Sun Subsidiaries, taken as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedulea whole, neither the Company Sun nor any Sun Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, due or to become due, contingent or otherwise). (d) except Neither Sun nor any of the Sun Subsidiaries is a party to, or has any commitment to become a party to, (xi) any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Sun and any of the Sun Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or (ii) any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities incurred of, Sun or any of the Sun Subsidiaries in Sun’s or such Sun Subsidiary’s published financial statements or the Sun SEC Document. (e) Since March 31, 2023, none of Sun, ▇▇▇’s independent accountants, or the Sun Board (or the audit committee of the Sun Board) has received any oral or written notification of any (i) “significant deficiency” in the ordinary and usual course internal controls over financial reporting of business and consistent with past practiceSun, (yii) liabilities specifically incurred “material weakness” in connection with the transactions contemplated by internal controls over financial reporting of Sun or (iii) fraud, whether or not material, that involves management or other employees of Sun who have a significant role in the internal controls over financial reporting of Sun. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date Sun countersigns this Agreement. (f) Sun maintains 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 assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Sun’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that ▇▇▇’s receipts and expenditures are being made only in accordance with authorizations of Sun’s management and directors; and (ziii) other liabilities which will not exceed $2,000,000 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Sun’s assets that could have a material effect on Sun’s financial statements. Except as described in the aggregateSun SEC Documents, exclusive (1) as of obligations March 31, 2023, there were no material weaknesses in Sun’s internal control over financial reporting (whether or not remediated) and (2) since March 31, 2023, there has been no change in Sun’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Sun’s internal control over financial reporting. (g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Sun are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Sun in the reports that it files or submits under Section 10.2 hereofthe Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Sun, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Sun to make the certifications required under the Exchange Act with respect to such reports. (h) Sun has made available to Trident or its advisors true and complete copies of all written comment letters from the staff of the SEC during the last three (3) years prior to the date Sun countersigns this Agreement relating to the Sun SEC Documents and all written responses of Sun thereto through the date Sun countersigns this Agreement other than with respect to requests for confidential treatment. To the Knowledge of Sun, as of the date Sun countersigns this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Sun.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the Securities and Exchange Commission SEC since December 31, 2002 ("SEC") since October 9, 1996 (collectively, and in each case including together with all exhibits and schedules thereto and documents information incorporated therein by reference therein, as amendedreference, the "“SEC Documents"”). As of their its respective datesdate, the each SEC Documents Document complied in all material respects with the requirements of the Securities Act, or the Exchange ActAct of 1933, as the case may beamended, and the rules and regulations of the SEC promulgated thereunder (the “Securities Act”), the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), in each case, applicable to such SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) 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 the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been duly revised or superseded by a subsequent filing with the later-filed SEC Document filed and publicly available prior to February 24, 2005 (a copy of which has been provided to MergerCo prior to the date of this Agreement“Filed SEC Document”), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates of filing with the SEC, the consolidated financial statements (including the related notes) of the Company included in all the SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 ). Such consolidated financial statements fairly present 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 ended. None of the Company Subsidiaries is, or has at any time been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (subjectb) Except as set forth on the face of, or expressly identified in the case of unaudited quarterly statementsnotes to, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements balance sheet of the Company included in the Recent Filed SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure ScheduleDocuments, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred required under GAAP to be set forth on such balance sheet or in such notes thereto that individually or in the ordinary aggregate have had or would reasonably be expected to have a Company Material Adverse Effect. (c) Each of the Company and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection its senior financial officers has consulted with the transactions contemplated Company’s independent auditors and with the Company’s outside counsel with respect to, and (to the extent applicable to the Company) is familiar in all material respects with, the requirements of SOX as in existence on the date hereof. The Company is, and has been, in compliance in all material respects with the provisions of SOX applicable to it. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the SEC Documents, and the statements contained in such certifications are accurate in all material respects as of the date hereof. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any Company Subsidiary has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Neither the Company nor Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s or such Company Subsidiary’s published financial statements or other SEC Documents. (f) The books, records and accounts of the Company, all of which have been made available to Parent upon Parent’s request, are complete and correct in all material respects. (g) The Company’s system of internal controls over financial reporting are reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the authorization of management and (ziii) other liabilities which will not exceed $2,000,000 regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of December 31, 2004 (nor has any such deficiency or weakness since been identified) and, to management’s knowledge and belief, the Company’s external auditors are in a position to deliver an attestation without qualification of management’s internal control report to be included in the aggregateCompany’s Form 10-K filing for the period ended December 31, exclusive 2004. (h) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of obligations the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (i) Since the date of this Agreement, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact or circumstance that is reasonably likely to result in a substantial change to the Company’s internal controls over financial reporting. (j) Since the date of the most recent Filed SEC Report, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “material weakness” in the Company’s internal controls over financial reporting. (k) The audit committee of the Board of Directors of the Company includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. (l) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 10.2 hereof406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics.

SEC Documents; Undisclosed Liabilities. The To its knowledge, -------------------------------------- the Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission SEC since December 31, 1994 ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and as such documents incorporated by reference therein, as amendedhave been amended prior to the date hereof, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as 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 (including any and all financial statements included therein) 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 the light of the circumstances under which they were made, not misleading. Except , except to the extent revised such statements have been modified or superseded by a subsequent filing with the later Filed SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingDocument. The consolidated financial statements of the Company included in all the SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly 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 the consolidated financial position of the Company and its the consolidated Subsidiaries of the Company 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 quarterly statements, to normal year-end audit adjustments, none adjustments and the absence of which, individually or in the aggregate is materialfootnotes). Except as provided for set forth in the balance sheet contained Filed SEC Documents and for liabilities incurred in the most recent audited financial statements ordinary course of business after the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except date hereof or incurred as disclosed in Section 4.5 of the Disclosure Schedulepermitted by this Agreement, neither the Company nor any Subsidiary of the Company's Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the ordinary notes thereto and usual course of business and consistent with past practicewhich, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive of obligations under Section 10.2 hereofcould reasonably be expected to have a Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. (a) The Company Investor has timely filed all required reports, schedules, formsstatements, statements forms and other documents with the Securities and Exchange Commission (the "SEC") since October 9January 1, 1996 2002 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "SEC DocumentsDOCUMENTS"). As of their respective datesdates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such amendment or superseding filing), the SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as 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 (including any and all financial statements included therein) as of such dates when 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. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Investor included in all the SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly 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 the consolidated financial position of the Company Investor and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of such companies as of the dates and for the periods then ended shown. As of the date hereof, there are no outstanding written comments from the SEC with respect to any of the SEC Documents. (subjectb) There are no Liabilities of the Investor or its Subsidiaries of any nature, whether accrued, contingent, absolute, determined, determinable or otherwise, that are required to be reflected in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or Investor's financial statements in accordance with GAAP and that in the aggregate is material). Except as provided would reasonably be expected to have a Material Adverse Effect on the Investor, other than (i) Liabilities that are appropriately reflected or reserved for in the balance sheet contained in the most recent audited consolidated financial statements of the Company Investor included in its Quarterly Report on Form 10-Q for the Recent fiscal quarter ended September 30, 2004, as filed with the SEC Documents prior to the date hereof, (the "Year End Balance Sheet"ii) and except as disclosed in Section 4.5 of the Disclosure ScheduleLiabilities incurred since September 30, neither the Company nor any Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred 2004 in the ordinary and usual course of business and consistent with past practice, (yiii) liabilities specifically Liabilities incurred in connection with pursuant to the transactions contemplated by this AgreementContemplated Transactions, and (ziv) other liabilities which will not exceed $2,000,000 Liabilities discharged or paid in full prior to the date hereof in the aggregate, exclusive ordinary course of obligations under Section 10.2 hereofbusiness consistent with past practice.

SEC Documents; Undisclosed Liabilities. The Company (a) ▇▇▇▇▇▇▇ has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by ▇▇▇▇▇▇▇ with the Securities SEC since December 30, 2007 (such documents, together with any documents filed with or furnished to the SEC during such period by ▇▇▇▇▇▇▇ on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and Exchange Commission ("SEC") since October 9the Form S-4, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to as amended, the "“▇▇▇▇▇▇▇ SEC Documents"”). As of their respective dates. (b) Each ▇▇▇▇▇▇▇ SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of the Securities Act, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such ▇▇▇▇▇▇▇ SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company ▇▇▇▇▇▇▇ included in all the ▇▇▇▇▇▇▇ SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company ▇▇▇▇▇▇▇ and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents . (the "Year End Balance Sheet"c) and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company Neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practicethat, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive have had or would reasonably be expected to have a ▇▇▇▇▇▇▇ Material Adverse Effect. (d) Each of obligations the chief executive officer of ▇▇▇▇▇▇▇ and the chief financial officer of ▇▇▇▇▇▇▇ (or each former chief executive officer of ▇▇▇▇▇▇▇ and each former chief financial officer of ▇▇▇▇▇▇▇, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the ▇▇▇▇▇▇▇ SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of ▇▇▇▇▇▇▇ or any of the ▇▇▇▇▇▇▇ Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 10.2 hereof402 of SOX. (e) ▇▇▇▇▇▇▇ maintains 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 assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ▇▇▇▇▇▇▇’▇ properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by ▇▇▇▇▇▇▇ are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by ▇▇▇▇▇▇▇ in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of ▇▇▇▇▇▇▇, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of ▇▇▇▇▇▇▇ to make the certifications required under the Exchange Act with respect to such reports. (g) Neither ▇▇▇▇▇▇▇ nor any of the ▇▇▇▇▇▇▇ Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among ▇▇▇▇▇▇▇ and any of the ▇▇▇▇▇▇▇ Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, ▇▇▇▇▇▇▇ or any of the ▇▇▇▇▇▇▇ Subsidiaries in ▇▇▇▇▇▇▇’▇ or such ▇▇▇▇▇▇▇ Subsidiary’s published financial statements or other ▇▇▇▇▇▇▇ SEC Documents. (h) Since January 4, 2009, none of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇’▇ independent accountants, the ▇▇▇▇▇▇▇ Board or the audit committee of the ▇▇▇▇▇▇▇ Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of ▇▇▇▇▇▇▇, (ii) “material weakness” in the internal controls over financial reporting of ▇▇▇▇▇▇▇ or (iii) fraud, whether or not material, that involves management or other employees of ▇▇▇▇▇▇▇ who have a significant role in the internal controls over financial reporting of ▇▇▇▇▇▇▇. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (i) None of the ▇▇▇▇▇▇▇ Subsidiaries is, or has at any time since December 30, 2007 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The Company 4.6.1 For all periods subsequent to January 1, 2000, Xtrana has timely filed all required reports, schedules, forms, statements and other documents as required by the SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension), and Xtrana has delivered or made available to AIC all reports, schedules, forms, statements and other documents filed with the Securities and Exchange Commission ("SEC") since October 9, 1996 SEC during such period (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "XTRANA SEC DocumentsDOCUMENTS"). As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date hereof, then as of the date of such amendment, supplement or superseding filing) the Xtrana SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Xtrana SEC Documents, and none of the Xtrana SEC Documents (including any and all consolidated financial statements included therein) as of such dates date 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. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Xtrana included in all such Xtrana SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly and accurately present the consolidated financial position of the Company and its consolidated Subsidiaries Xtrana as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is materialadjustments as determined by Xtrana's independent accountants). Except as provided for set forth in the balance sheet contained in Xtrana SEC Documents, at the date of the most recent audited financial statements of the Company Xtrana included in the Recent Xtrana SEC Documents (the "Year End Balance Sheet") Documents, Xtrana did not have, and except as disclosed in Section 4.5 of the Disclosure Schedulesince such date Xtrana has not incurred, neither the Company nor any Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) for liabilities and obligations that have been incurred since the date of the most recent balance sheet included in the Xtrana Financial Statements in the ordinary and usual course of business and consistent with past practiceare not (singly or in the aggregate) material to Xtrana's business. 4.6.2 The Xtrana SEC Documents include all certifications and statements required of it, if any, by (yi) liabilities specifically incurred in connection with Rule 13a-14 or 15d-14 under the transactions contemplated by this AgreementExchange Act, and (zii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002), and each of such certifications an▇ ▇▇▇▇▇▇▇▇▇▇ contain no qualifications or exceptions to the matters certified therein other liabilities than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Xtrana nor any of its officers has received any notice from the SEC or any other Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. 4.6.3 Xtrana is in compliance in all material respects with all of the provisions of the Sarbanes-Oxley Act of 2002, and the provisions of the Exchange Act a▇▇ ▇▇▇ ▇▇▇▇▇▇▇ies Act relating thereto which will not exceed $2,000,000 in under the aggregate, exclusive terms of obligations under Section 10.2 hereofsuch provisions (including the dates by which such compliance is required) have become applicable to Xtrana.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the Securities SEC since June 30, 2017 (such documents, together with any documents filed with the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and Exchange Commission ("SEC") since October 9the Form S-4, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to as amended, the "“Company SEC Documents"”). As of their respective dates. (b) Each Company SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not, and none at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment), contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually ). (c) Except (i) as reflected or reserved against in the aggregate is material). Except as provided for in the Company’s consolidated audited balance sheet contained in as of June 30, 2020 (or the most recent audited financial statements of the Company notes thereto) as included in the Recent Filed Company SEC Documents Documents, (ii) for liabilities and obligations incurred since June 30, 2020, in the "Year End Balance Sheet"ordinary course of business and (iii) for liabilities and except obligations incurred as disclosed in Section 4.5 of the Disclosure Schedulepermitted by this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practicethat, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive have had, or would reasonably be expected to have, a Company Material Adverse Effect. (d) Each of obligations the chief executive officer of the Company and the chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under Section 10.2 hereofthe Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications were true and accurate as of the date made. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the properties or assets of the Company. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or the Company SEC Documents. (h) Since June 30, 2017, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely furnished or filed with the SEC all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the Securities and Exchange Commission ("SEC") SEC since October 91, 1996 2014 (collectivelysuch documents, together with any documents filed with the SEC during such period by the Company on a voluntary basis, being collectively referred to as the “Company SEC Documents”). (b) Each Company SEC Document (i) at the time filed (and in each the case including all exhibits and schedules thereto and documents incorporated by reference thereinof Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as amended, the "SEC Documents"). As of their respective effective dates), the SEC Documents complied in all material respects with the requirements of SOX, the Exchange Act and the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised There are no outstanding or superseded by a subsequent filing with unresolved comments in comment letters received from the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none or its staff in respect of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light . Each of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company (including all related notes or schedules) included in all the Company SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments that are not material). (c) Except (i) as reflected or reserved against in the Company’s consolidated audited balance sheet as of September 30, none 2016 (or the notes thereto) included in the Filed Company SEC Documents, (ii) for liabilities and obligations contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of whichbusiness consistent with past practice since September 30, 2016 and (iv) for liabilities and obligations that, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the aggregate, would not reasonably be expected to have a Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure ScheduleMaterial Adverse Effect, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate as of the date of such certifications. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. Since October 1, 2014, subject to any applicable grace periods, the Company and each of its officers and directors have been and are in compliance with the applicable listing and corporate governance rules and regulations of the NYSE, except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, applied on a consistent basis, during the periods involved, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s or the Company Subsidiaries’ properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the Chief Executive Officer and Chief Financial Officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (h) Since October 1, 2014, none of the Company, the Company Board, the audit committee of the Company Board or, to the Knowledge of the Company, the Company’s independent accountants has received any oral or written notification of any (x) liabilities incurred “significant deficiency” in the ordinary and usual course internal controls over financial reporting of business and consistent with past practicethe Company or any Company Subsidiary, (y) liabilities specifically incurred “material weakness” in connection with the transactions contemplated by this Agreement, and internal controls over financial reporting of the Company or any Company Subsidiary or (z) fraud, whether or not material, that involves management or other liabilities which will not exceed $2,000,000 employees of the Company or any Company Subsidiary who have a significant role in the internal controls over financial reporting of the Company or any Company Subsidiary. Since October 1, 2014, neither the Company nor any Company Subsidiary has received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls that, individually or in the aggregate, exclusive would reasonably be expected to have a Company Material Adverse Effect. (i) None of obligations under the Company Subsidiaries is, or has at any time been, subject to the reporting requirements of Section 10.2 hereof13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company Parent has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Parent with the SEC since August 1, 2002 pursuant to Sections 13(a), 14(a) and 15(d) of the Securities and Exchange Commission ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinAct of 1934, as amendedamended (the “Exchange Act,” and such documents, the "“Parent SEC Documents"”). . (b) As of their its respective datesfiling date, the each Parent SEC Documents Document complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a subsequent filing with the later Parent SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement)Document, none of the Parent SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in all the Parent SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company Parent 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 shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or ). (c) Except as set forth in the aggregate is material). Except as provided for in Parent SEC Documents, the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company nor any Subsidiary Parent has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred required by GAAP to be set forth on a balance sheet of the Parent or in the ordinary notes thereto. Except for its agreement with Securities Transfer Corporation to act as the Parent’s stock transfer agent, the Parent has no financial or contractual obligations and usual course liabilities (including any obligations to issue capital stock or other securities of business the Parent) due after the date hereof. All liabilities of the Parent shall have been paid off and consistent with past practiceshall in no event remain liabilities of the Parent, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 in Company or the aggregate, exclusive of obligations under Section 10.2 hereofShareholders following the Closing.

SEC Documents; Undisclosed Liabilities. The Company (a) Since December 9, 2020, I▇▇▇▇▇▇ has timely filed or furnished all required reportsforms, statements, schedules, documents and reports required to be filed or furnished by it with the SEC, together with all certifications required pursuant to SOX (such forms, statements statements, schedules, documents and other documents with reports, the Securities and Exchange Commission “Ironman SEC Documents”). ("SEC"b) since October 9Each of the Ironman SEC Documents (i) at the time filed (or, 1996 (collectivelyif amended or superseded by a filing prior to the date of this Agreement, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthen on the date of such filing) or the time at which it became effective, as amendedthe case may be, the "SEC Documents"). As of their respective dates, the SEC Documents complied as to form in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Ironman SEC DocumentsDocument; and (ii) did not at the time it was filed (or, and none if amended or superseded by a filing prior to the date of this Agreement, then on the SEC Documents (including any and all financial statements included therein) as date of such dates contained filing) or at the time at which it became effective, as the case may be, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Ironman included in all the Ironman SEC Documents filed since October 9complied, 1996 (at the "SEC Financial Statements") comply time they were filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with accounting principles generally accepted accounting principles (except, in the case United States of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECAmerica (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company Ironman 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 shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). As of the date of this Agreement, none (i) there are no outstanding unresolved comments with respect to Ironman or the Ironman SEC Documents filed with the SEC noted in comment letters or, to the Knowledge of whichIronman, other correspondence received by I▇▇▇▇▇▇ or its attorneys from the SEC; and (ii) to the Knowledge of Ironman, there are no pending formal or informal investigations of Ironman by the SEC. Ironman is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Except (i) as reflected or reserved against in Ironman’s consolidated balance sheet as of March 31, 2023 (or the notes thereto) as included in the Ironman SEC Documents; (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since March 31, 2023 or in connection with or contemplated by this Agreement; and (iii) for liabilities and obligations that, individually or in the aggregate is material). Except aggregate, have not had or would not reasonably be expected to be material to Ironman and the Ironman Subsidiaries, taken as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedulea whole, neither the Company Ironman nor any Ironman Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, due or to become due, contingent or otherwise). (d) except Neither Ironman nor any of the Ironman Subsidiaries is a party to, or has any commitment to become a party to, (xi) any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Ironman and any of the Ironman Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or (ii) any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities incurred of, Ironman or any of the Ironman Subsidiaries in Ironman’s or such Ironman Subsidiary’s published financial statements or the Ironman SEC Document. (e) Since March 31, 2023, none of Ironman, Ironman’s independent accountants, or the Ironman Board (or the audit committee of the Ironman Board) has received any oral or written notification of any (i) “significant deficiency” in the ordinary and usual course internal controls over financial reporting of business and consistent with past practiceIronman, (yii) liabilities specifically incurred “material weakness” in connection with the transactions contemplated by internal controls over financial reporting of Ironman or (iii) fraud, whether or not material, that involves management or other employees of Ironman who have a significant role in the internal controls over financial reporting of Ironman, and except as expressly described in the Ironman SEC Documents, there is no such, and as of March 31, 2023 there was no such, “significant deficiency” or “material weakness”. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (f) Ironman maintains 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 assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Ironman’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that I▇▇▇▇▇▇’s receipts and expenditures are being made only in accordance with authorizations of Ironman’s management and directors; and (ziii) other liabilities which will not exceed $2,000,000 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Ironman’s assets that could have a material effect on Ironman’s financial statements. Except as described in the aggregateIronman SEC Documents, exclusive (1) as of obligations March 31, 2023, there were no material weaknesses in Ironman’s internal control over financial reporting (whether or not remediated) and (2) since March 31, 2023, there has been no change in Ironman’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Ironman’s internal control over financial reporting. (g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Ironman are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Ironman in the reports that it files or submits under Section 10.2 hereofthe Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Ironman, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Ironman to make the certifications required under the Exchange Act with respect to such reports. (h) Ironman has made available to Sun or its advisors true and complete copies of all written comment letters from the staff of the SEC since December 9, 2020 relating to the Ironman SEC Documents and all written responses of Ironman thereto through the date of this Agreement other than with respect to requests for confidential treatment. To the Knowledge of Ironman, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of Ironman.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission ("“SEC"”) required to be filed by the Company since October 9December 29, 1996 2007 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "“SEC Documents"”). As of their respective datesdates of filing, the SEC Documents (including any financial statements or schedules included therein) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to such SEC Documents, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsthereto, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date hereof, none of the SEC Documents (including any and all financial statements included therein) 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 the light of the circumstances under which they were made, not misleading. Except No Company Subsidiary is subject to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none reporting requirements of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingExchange Act. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in all the SEC Documents when filed since October 9, 1996 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated 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 (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 operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, adjustments that have not been and are not expected to be individually or in the aggregate is materialmaterial to the Company). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither Neither the Company nor any Subsidiary of the Company Subsidiaries has any Indebtedness, liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature (whether accruedcollectively, absolute“Liabilities”), contingent except Liabilities (i) to the extent reflected or otherwise) except (x) liabilities incurred reserved against in the ordinary and usual course consolidated balance sheet of business and consistent with past practicethe Company as of July 3, 2010 (or the notes thereto) included in the Filed SEC Documents, (yii) liabilities specifically that are incurred in connection with the transactions contemplated by this Agreement, (iii) that relate to Taxes (which are covered by Section 4.11 hereof) or (iv) that are incurred after July 3, 2010 in the ordinary course of business consistent with past practice. (b) Each of the principal executive officers of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (c) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (A) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (C) that receipts and expenditures of the Company are being made only in accordance with the authorization of management and directors of the Company and (zD) other liabilities regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of the Company are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Since December 29, 2007, the Company has not received any oral or written notification of any (x) “significant deficiency” or (y) “material weakness” in the Company’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date hereof. As of the date hereof, to the Knowledge of the Company, there is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not exceed $2,000,000 in be able to give the aggregatecertifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX, exclusive without qualification, when next due. (f) To the Knowledge of obligations under Section 10.2 the Company, as of the date hereof, none of the Company SEC Documents is the subject of any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the Securities and Exchange Commission SEC since December 31, 2002 ("SEC") since October 9, 1996 (collectively, and in each case including together with all exhibits and schedules thereto and documents information incorporated therein by reference therein, as amendedreference, the "“SEC Documents"”). As of their its respective datesdate, the each SEC Documents Document complied in all material respects with the requirements of the Securities Act, or the Exchange ActAct of 1933, as the case may beamended, and the rules and regulations of the SEC promulgated thereunder (the “Securities Act”), the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), in each case, applicable to such SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) 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 the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been duly revised or superseded by a subsequent filing with the later-filed SEC Document filed and publicly available prior to March 9, 2005 (a copy of which has been provided to MergerCo prior to the date of this Agreement“Filed SEC Document”), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The As of their respective dates of filing with the SEC, the consolidated financial statements (including the related notes) of the Company included in all the SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 ). Such consolidated financial statements fairly present 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 ended. None of the Company Subsidiaries is, or has at any time been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (subjectb) Except as set forth on the face of, or expressly identified in the case of unaudited quarterly statementsnotes to, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements balance sheet of the Company included in the Recent Filed SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure ScheduleDocuments, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred required under GAAP to be set forth on such balance sheet or in such notes thereto that individually or in the ordinary aggregate have had or would reasonably be expected to have a Company Material Adverse Effect. (c) Each of the Company and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection its senior financial officers has consulted with the transactions contemplated Company’s independent auditors and with the Company’s outside counsel with respect to, and (to the extent applicable to the Company) is familiar in all material respects with, the requirements of SOX as in existence as of February 28, 2005. The Company is, and has been, in compliance in all material respects with the provisions of SOX applicable to it. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the SEC Documents, and the statements contained in such certifications are accurate in all material respects as of February 28, 2005. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any Company Subsidiary has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Neither the Company nor Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s or such Company Subsidiary’s published financial statements or other SEC Documents. (f) The books, records and accounts of the Company, all of which have been made available to Parent upon Parent’s request, are complete and correct in all material respects. (g) The Company’s system of internal controls over financial reporting are reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the authorization of management and (ziii) other liabilities which will not exceed $2,000,000 regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of December 31, 2004 (nor has any such deficiency or weakness since been identified) and, to management’s knowledge and belief, the Company’s external auditors are in a position to deliver an attestation without qualification of management’s internal control report to be included in the aggregateCompany’s Form 10-K filing for the period ended December 31, exclusive 2004. (h) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of obligations the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (i) Since February 28, 2005, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact or circumstance that is reasonably likely to result in a substantial change to the Company’s internal controls over financial reporting. (j) Since the date of the most recent Filed SEC Report, neither the chief executive officer nor the chief financial officer of the Company has become aware of any fact, circumstance or change that is reasonably likely to result in a “material weakness” in the Company’s internal controls over financial reporting. (k) The audit committee of the Board of Directors of the Company includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. (l) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed, by filing a Form 8-K, any change in or waiver of the Company’s code of ethics, as required by Section 10.2 hereof406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the Securities SEC since January 1, 2003 pursuant to Sections 13(a) and 15(d) of the Exchange Commission Act ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "COMPANY SEC DocumentsDOCUMENTS"). . (b) As of their its respective datesdate, the each Company SEC Documents Document complied as to form in all material respects with the requirements of the Securities Act, Exchange Act or the Exchange ActSecurities Act of 1933, as amended (the "SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Filed Company SEC Document has been revised or superseded by a subsequent filing with the later filed Filed Company SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement)Document, none of the Company SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents filed since October 9, 1996 (including the "SEC Financial Statements"related notes and schedules thereto) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly 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 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 shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually ). (c) Other than liabilities or in the aggregate is material). Except as obligations (i) disclosed or provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent Filed Company SEC Documents or (ii) incurred since March 31, 2005 in the "Year End Balance Sheet") and except as disclosed in Section 4.5 ordinary course of the Disclosure Schedulebusiness, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the ordinary notes thereto and usual course of business and consistent with past practicethat, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive would reasonably be expected to have a Company Material Adverse Effect. (d) Each of obligations the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and former principal financial officer of the Company, as applicable) has made all certifications required under Section 10.2 hereofSections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations ▇▇▇▇▇▇▇▇▇▇▇ ▇hereunder and under the Exchange Act (collectively, the "SARBANES-OXLEY ACT") with respect to the Company SEC Documents, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇y has delivered 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. (e) The Company has (i) designed disclosure ▇▇▇▇▇▇▇▇ ▇▇▇ procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to its principal executive officer and principal financial officer; (ii) designed internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (iii) evaluated the effectiveness of the Company's disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation; and (iv) to the extent required by applicable Law, disclosed in such report or amendment any change in the Company's internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. (f) The Company has disclosed, based on the most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. (g) None of the Company Subsidiaries is, or has at any time since January 1, 2003 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (h) 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. (i) Since July 30, 2002, the Company has been in compliance in all material respects with the applicable requirements of the Sarbanes-Oxley Act in effect from time to time.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since June 30, 2004 pursuant to Sections 13(a) and 15(d) of the Exchange Act. (b) As of its respective date, each report, form, schedule or definitive proxy statement filed (as opposed to furnished) since June 30, 2004 by the Company with the Securities and Exchange Commission ("“SEC"”) since October 9, 1996 pursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "“Company SEC Documents"). As of their respective dates, the SEC Documents ”) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) did not as of such dates contained its respective date 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. Except to the extent that information contained in any Company SEC Document has been revised or superseded superseded, including with updated information, by a subsequent filing with the later filed Filed Company SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement)Document, none of the Company SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the Company SEC Documents filed since October 9, 1996 (including the "SEC Financial Statements"related notes and schedules thereto) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly 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 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 shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none ). (c) Other than liabilities or obligations set forth on the consolidated balance sheet of which, individually the Company and its consolidated Subsidiaries or in the aggregate is material). Except as provided for in the balance sheet contained notes thereto in the most recent audited consolidated financial statements of the Company included in any Company SEC Document filed by the Recent Company and publicly available prior to the date of this Agreement (“Filed Company SEC Documents (Documents”) or incurred since June 30, 2006 in the "Year End Balance Sheet") and except as disclosed in Section 4.5 ordinary course of the Disclosure Schedulebusiness, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the ordinary notes thereto and usual course of business and consistent with past practicethat, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive could reasonably be expected to have a Company Material Adverse Effect. (d) Each of obligations the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) with respect to the Company SEC Documents and the statements contained in such certifications are complete and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” will have the meanings ascribed to such terms in SOX. None of the Company or any of its Subsidiaries has outstanding, or has since the effective date of Section 10.2 402 of SOX arranged any outstanding, “extensions of credit” to or for directors or executive officers of the Company in violation of Section 402 of SOX. (e) The Company maintains 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 assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that receipts and expenditures are made only in accordance with the authorizations of management and directors and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed 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 the rules and forms of the SEC, and that all such information required to be disclosed is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) From the effective date of SOX applicable to the Company through the date of this Agreement, the Company has not received any written notification of any (A) “significant deficiency” or (B) “material weakness” in the Company’s internal controls over financial reporting. To the Knowledge of the Company, there is no outstanding “significant deficiency” or “material weakness” that has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date hereof. (h) None of the Company Subsidiaries is, or at any time since June 30, 2004 has been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (i) To the Knowledge of the Company, there is no applicable accounting rule, consensus or pronouncement that, as of the date of this Agreement, has been adopted by the SEC, the Financial Accounting Standards Board or the Emerging Issues Task Force that is not in effect as of the date of this Agreement but that, if implemented, could reasonably be expected to have a Company Material Adverse Effect. (j) Since their respective applicable effective dates, the Company has been in compliance with the applicable requirements of SOX, in each case as in effect from time to time, except as could not reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The (a) Since January 30, 2025, the Company has timely filed all required reports, schedules, forms, statements statements, exhibits and other documents required to be filed pursuant to the Exchange Act or the Securities Act of 1933, as amended (together with the Securities rules and Exchange Commission ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amendedregulations promulgated thereunder, the "“Securities Act”) by the Company with the SEC (the “Company SEC Documents"”). . (b) As of their respective dates, effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), each Company SEC Document complied in all material respects with the requirements of the Securities Act, or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none (except to the extent amended or superseded by a subsequent filing with the SEC prior to the date hereof, in which case the applicable date shall be the date of the SEC Documents (including any and all financial statements included thereinlast such amendment or supersedence) as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC . (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents"c) contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of the Company included in all the Company SEC Documents (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) when filed since October 9, 1996 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (iii) were prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly present presented 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 covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of whichadjustments that are not, individually or in the aggregate is aggregate, material). Except as provided for . (d) As of the date hereof, no comments in comment letters received from the balance sheet contained in the most recent audited financial statements SEC staff with respect to any of the Company SEC Documents remain outstanding or unresolved, and, to the knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review or investigation. (e) Except as reflected or reserved against in the consolidated balance sheet of the Company, as of June 30, 2025, or the notes thereto, included in the Recent Company SEC Documents (such balance sheet and the "Year End notes thereto, the “Company Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule”), neither the Company nor and the Company Subsidiaries do not have any Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) except other than (xi) liabilities or obligations incurred in the ordinary and usual course of business and consistent with past practicepractice since the date of the Company Balance Sheet, (yii) liabilities specifically or obligations not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated by this Agreement, Transactions and (ziv) other liabilities which will or obligations that would not exceed $2,000,000 reasonably be expected to, individually or in the aggregate, exclusive have a Company Material Adverse Effect. (f) The Company has established and, since January 30, 2025, maintained disclosure controls and procedures and a system of obligations internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under Section 10.2 hereofthe Exchange Act) as required by Rule 13a-15 under the Exchange Act, including (x) disclosure controls and procedures designed to ensure that all information required to be disclosed by the Company in the reports that it files or submits in accordance with the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions with respect to required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required in accordance with the Exchange Act with respect to such reports and (y) a system of internal control over financial reporting designed to provide reasonable assurance with respect to the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP, including policies that provide reasonable assurance that (1) transactions are executed in accordance with management’s general or specific authorizations, (2) access to assets is permitted only in accordance with management’s general or specific authorization and (3) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to the date of this Agreement, the Company’s auditors and the Company Board or any committee thereof have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since January 30, 2025, the Company has not identified any significant deficiencies or material weaknesses in the design or operation of the Company’s internal control over financial reporting. (g) Neither the Company nor any Company Subsidiary is a party to or bound by, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company SEC Documents (including any audited financial statements and unaudited interim financial statements of the Company included therein).

SEC Documents; Undisclosed Liabilities. The Company (a) Black & ▇▇▇▇▇▇ has timely furnished or filed all required reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Black & ▇▇▇▇▇▇ with the Securities SEC since January 1, 2008 (such documents, together with any documents filed with or furnished to the SEC during such period by Black & ▇▇▇▇▇▇ on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and Exchange Commission ("SEC") since October 9the Form S-4, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to as amended, the "“Black & ▇▇▇▇▇▇ SEC Documents"”). As of their respective dates. (b) Each Black & ▇▇▇▇▇▇ SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Black & ▇▇▇▇▇▇ SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Black & ▇▇▇▇▇▇ included in all the Black & ▇▇▇▇▇▇ SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly 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 presented in all material respects the consolidated financial position of the Company Black & ▇▇▇▇▇▇ and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents . (the "Year End Balance Sheet"c) and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company Neither Black & ▇▇▇▇▇▇ nor any Black & ▇▇▇▇▇▇ Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practicethat, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 individually or in the aggregate, exclusive have had or would reasonably be expected to have a Black & ▇▇▇▇▇▇ Material Adverse Effect. (d) Each of obligations the chief executive officer of Black & ▇▇▇▇▇▇ and the chief financial officer of Black & ▇▇▇▇▇▇ (or each former chief executive officer of Black & ▇▇▇▇▇▇ and each former chief financial officer of Black & ▇▇▇▇▇▇, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Black & ▇▇▇▇▇▇ SEC Documents, and the statements contained in such certifications are true and accurate. None of Black & ▇▇▇▇▇▇ or any of the Black & ▇▇▇▇▇▇ Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 10.2 hereof402 of SOX. (e) Black & ▇▇▇▇▇▇ maintains 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 assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Black & ▇▇▇▇▇▇’▇ properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Black & ▇▇▇▇▇▇ are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Black & ▇▇▇▇▇▇ in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Black & ▇▇▇▇▇▇, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Black & ▇▇▇▇▇▇ to make the certifications required under the Exchange Act with respect to such reports. (g) Neither Black & ▇▇▇▇▇▇ nor any of the Black & ▇▇▇▇▇▇ Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Black & ▇▇▇▇▇▇ and any of the Black & ▇▇▇▇▇▇ Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Black & ▇▇▇▇▇▇ or any of the Black & ▇▇▇▇▇▇ Subsidiaries in Black & ▇▇▇▇▇▇’▇ or such Black & ▇▇▇▇▇▇ Subsidiary’s published financial statements or other Black & ▇▇▇▇▇▇ SEC Documents. (h) Since January 1, 2009, none of Black & ▇▇▇▇▇▇, Black & ▇▇▇▇▇▇’▇ independent accountants, the Black & ▇▇▇▇▇▇ Board or the audit committee of the Black & ▇▇▇▇▇▇ Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of Black & ▇▇▇▇▇▇, (ii) “material weakness” in the internal controls over financial reporting of Black & ▇▇▇▇▇▇ or (iii) fraud, whether or not material, that involves management or other employees of Black & ▇▇▇▇▇▇ who have a significant role in the internal controls over financial reporting of Black & ▇▇▇▇▇▇. (i) None of the Black & ▇▇▇▇▇▇ Subsidiaries is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the U.S. Securities and Exchange Commission ("“SEC"”) since October 9December 31, 1996 2009 (collectively, and in each case including all exhibits exhibits, schedules and schedules amendments thereto and documents incorporated by reference therein, as amended, the "“SEC Documents"”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as 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 (including any and all financial statements included therein) 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 the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the SEC Documents filed since October 9, 1996 (the "“SEC Financial Statements"”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly 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 quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure ScheduleSince December 31, 2009, neither the Company nor any Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (xi) liabilities incurred as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2009 (including the notes thereto) included in the ordinary and usual course of business and consistent with past practiceSEC Documents, (yii) liabilities specifically as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 2009 in the ordinary course of business and consistent with past practice, (ziv) other liabilities which will not exceed $2,000,000 as described in the SEC Documents filed since December 31, 2009 (such SEC Documents, excluding any exhibits thereto or documents incorporated by reference therein, the “Recent SEC Documents”), or (v) as would not, individually or in the aggregate, exclusive have a Company Material Adverse Effect. If, at any time prior to the Effective Time, the Company shall obtain knowledge of obligations any material facts that would require supplementing or amending any of the foregoing documents in order to make the statements therein, in the light of the circumstances under Section 10.2 hereofwhich they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The management of the Company has (i) designed disclosure controls and procedures, or caused such disclosure controls to be designed under its supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation of internal controls over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely furnished or filed with the SEC all required reports, certifications, schedules, forms, statements and other documents (including amendments, exhibits and other information incorporated therein) required to be furnished or filed by the Company since January 1, 2016 (such documents, together with any documents filed with the Securities and Exchange Commission SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K including any amendments or supplements thereto, but excluding the Proxy Statement/Prospectus, being collectively referred to as the “Company SEC Documents”). ("SEC"b) since October 9Each Company SEC Document (i) at the time filed, 1996 (collectivelyor, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinif amended or supplemented, as amended, of the "SEC Documents"). As date of their respective dates, the most recent amendment or supplement thereto (or in the case of Company SEC Documents complied in all material respects with that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with all applicable requirements of the Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable and (ii) did not at the time it was filed (or became effective in the case of registration statements) or if amended, modified or superseded by a filing or amendment prior to such SEC Documentsthe date of this Agreement, and none of then at the SEC Documents (including any and all financial statements included therein) as time of such dates contained filing or amendment contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none Each of the SEC Documents filed by the Company since May 31, 1997 audited and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The unaudited consolidated financial statements (including the related notes and schedules thereto) of the Company included (or incorporated by reference) in all the Company SEC Documents complied at the time it was filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto, or, in the case of unaudited financial statements, as permitted by Form 10-Q or 8-K, and except that the unaudited financial statements may not contain footnotes, in the case of interim financial statements, are subject to normal year-end adjustments that are not expected to be material) applied on a consistent basis during the periods involved, was prepared using the books, records and accounts of the Company and the Company Subsidiaries and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Company Subsidiaries as of the dates thereof their respective dates, and the consolidated income, results of their operations operations, changes in financial position and cash flows and, except in the case of the Company’s quarterly report filings with the SEC on Form 10-Q, stockholders’ equity, for the periods then ended shown (subject, in the case of the unaudited quarterly financial statements, as permitted by Form 10-Q to the absence of footnote disclosure and to normal year-year end audit adjustments). (c) Except (i) as reflected or reserved against in the Company’s consolidated balance sheet as of June 30, 2020 (or the notes thereto) included in the Company’s Quarterly Report on Form 10-Q for the quarter period ended June 30, 2020 (the “Company Form 10-Q”), (ii) as set forth on Section 4.06(c) of the Company Disclosure Letter listing vendors and estimated fees in connection with the Merger, (iii) for contractual liabilities and contractual obligations incurred in connection with this Agreement, (iv) for liabilities and obligations that have been incurred in the ordinary course of business since June 30, 2020, (v) for liabilities and obligations that have been incurred outside the ordinary course of business since June 30, 2020 that in the aggregate do not exceed $150,000, and (vi) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the or any Company nor any Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). There are no (A) except unconsolidated Subsidiaries of the Company, or (xB) liabilities incurred off-balance sheet arrangements to which the Company or any of the Company Subsidiaries is a party of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated by the SEC. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Items 601(a)(31) of Regulation S-K promulgated by the SEC, and the statements contained in any such certifications are true, correct and complete. (e) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that the Company believes to be sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (f) Since January 1, 2017, neither the Company nor, to the Knowledge of the Company, the Company’s independent registered accountant has identified or been aware of, and the Company has disclosed based on its most recent evaluation of internal controls prior to the date hereof to its auditors and audit committee, (i) any “significant deficiencies” or “material weaknesses” (both terms as defined by the Public Company Accounting Oversight Board Interim Standard AU 325 parts 2 and 3) in the ordinary design or operation of internal controls over financial reporting utilized by the Company that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and usual course report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since January 1, 2017, neither the Company nor any Company Subsidiary has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of business the Company or the Company Subsidiaries or their respective internal accounting controls. (g) The “disclosure controls and consistent procedures” (as defined in Rule 13a-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with past practicerespect to such reports. (h) None of the Company Subsidiaries are, or have at any time since January 1, 2017, been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (yi) liabilities specifically incurred Since January 1, 2017, the Company has complied in all material respects with the applicable rules and regulations of the OTCQB. (j) Neither the Company nor any of the Company Subsidiaries has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company SEC Documents (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Entity that such Company SEC Documents (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, any investigation, inquiry or review being conducted by the SEC or any other Governmental Entity in connection with any Company SEC Documents (including the transactions contemplated by financial statements included therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. (k) On or about April 27, 2020, the PPP Borrower applied for and (z) other liabilities which will received the PPP Loan. The PPP Borrower met all applicable conditions and was eligible to participate in, has complied in all material respects with, and is not exceed $2,000,000 in violation of, the Paycheck Protection Program as set forth in the aggregateCARES Act. The PPP Borrower has made true, exclusive correct and complete certifications with respect to, the PPP Loan and all loan documents ancillary thereto and has complied in all material respects with all Laws relating to the PPP Loan. All statements of obligations under Section 10.2 hereoffact, certifications and representations and warranties made by the PPP Borrower in its PPP Loan Application were true, correct and complete as of the date of such PPP Loan Application and as of the date on which the PPP Borrower received its PPP Loan. The PPP Borrower has spent the proceeds of the PPP Loan only on eligible expenses (as described in the applicable SBA regulations) and is eligible to apply for, and will satisfy the requirements for, forgiveness of the PPP Loan in full. The PPP Borrower is not, and will not, be subject to any reductions to loan forgiveness based on a reduction in the number of employees or a reduction relating to salary and wages as provided in the CARES Act. The Company has provided Parent with true and complete copy of the promissory note evidencing the PPP Loan. Other than the PPP Loan, neither the Company nor any Company Subsidiary has applied for or obtained any Indebtedness pursuant to the CARES Act, or has any liability or obligation under, or in connection with, any such Indebtedness.

SEC Documents; Undisclosed Liabilities. (a) The Company Parent has timely filed all documents required reports, schedules, forms, statements and other documents to be filed by the Parent with the Securities SEC pursuant to Sections 13 and 15 of the Exchange Commission Act, as applicable ("SEC") since October 9, 1996 (collectivelythe “SEC Documents”, and all such documents filed with the SEC in each case including all exhibits the past two (2) years up to and schedules thereto and documents incorporated by reference therein, as amendeduntil the date hereof, the "“Parent SEC Documents"”). . (b) As of their its respective datesfiling date, the each SEC Documents Document complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a subsequent filing with the later filed SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement)Document, none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in all the SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries Parent as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or ). (c) Except as set forth in the aggregate is material). Except as provided for in Parent SEC Documents, the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company nor any Subsidiary Parent has any no liabilities or obligations of any nature (whether accrued, absolute, contingent contingent, or otherwise) except (x) liabilities incurred required by GAAP to be set forth on a balance sheet of the Parent or in the ordinary notes thereto. The Parent SEC Documents set forth all financial and usual course contractual obligations and liabilities (including any obligations to issue capital stock or other securities of business and consistent with past practice, (ythe Parent) liabilities specifically incurred in connection with due after the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 in the aggregate, exclusive of obligations under Section 10.2 date hereof.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms, forms and registration statements and other documents with the Securities and Exchange Commission ("SEC") SEC since October 9January 1, 1996 2001 (collectively, and in each case including all exhibits exhibits, schedules, and schedules amendments thereto and documents incorporated by reference therein, as amended, the "SEC Documents"). As Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, as of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) 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 the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has previously delivered (except to the extent such filings are publicly available on the EDGAR system) to Parent each registration statement, report, proxy ▇▇▇▇▇ment or information statement (other than preliminary materials) filed by Company with the SEC since January 1, 2001, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof. (b) The consolidated financial statements of the Company included in all the SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise 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 operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of Since January 1, 2001, the Company included in has not received notice from the Recent SEC Documents or any other Governmental Entity that any of its accounting policies or practices are the subject of any review, inquiry, investigation or challenge other than comments from the SEC on Company filings which comments have either been satisfied or withdrawn by the SEC. (the "Year End Balance Sheet"c) and except as disclosed in Section 4.5 of the Disclosure ScheduleSince July 25, 2003, neither the Company nor any Subsidiary of its consolidated Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseotherwise and whether due or to become due) except (xi) liabilities as and to the extent set forth on the audited balance sheet of the Company and its consolidated Subsidiaries as of July 25, 2003 (including the notes thereto) included in the SEC Documents, (ii) as incurred after July 25, 2003 in the ordinary and usual course of business and consistent with past practice, (yiii) liabilities specifically incurred as described in connection with the transactions contemplated by this AgreementCompany's quarterly report on Form 10-Q filed on March 5, and 2004 (zthe "Recent SEC Documents"), or (iv) other liabilities which will as would not exceed $2,000,000 reasonably be expected to have, individually or in the aggregate, exclusive a Company Material Adverse Effect. The Company has not been a party to any securitization transactions or "off-balance sheet arrangements" (as defined in Item 303 of obligations Regulation S-K of the Exchange Act) at any time since January 1, 2001. (d) The Company has not filed any report with the SEC, Nasdaq, or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as of the date of this Agreement, remains confidential. (e) The principal executive officer of Company and the principal financial officer of Company (and each former principal executive officer or principal financial officer of Company) have made the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and the rule▇ ▇▇▇ ▇▇▇▇▇▇▇▇ons of the SEC prom▇▇▇▇▇▇▇ ▇▇▇▇▇▇nder with respect to the SEC Documents filed since such certifications have been required. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act. (f) The Company maintains disclosu▇▇ ▇▇▇▇▇▇▇▇ ▇▇d procedures required by Rule 13a-15 or 15d-15 under Section 10.2 hereofthe Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Company's filings with the SEC and other public disclosure documents.

SEC Documents; Undisclosed Liabilities. The Except as disclosed on Schedule 4.5 of the Disclosure Schedule, the Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission ("SEC") since October 9January 1, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "SEC 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, as 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 (including any and all financial statements included therein) 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 the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly 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 the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations operations, stockholders' equity, and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or in the aggregate is material). Except as provided for set forth in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section Schedule 4.5 of the Disclosure ScheduleSchedule and except as set forth in the SEC Documents filed and publicly available prior to the date of this Agreement, and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent consolidated balance sheet included in the SEC Documents filed and publicly available prior to the date of this Agreement (the "Balance Sheet"), neither the Company nor any Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the ordinary and usual course of business and consistent with past practice, (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 in the aggregate, exclusive of obligations under Section 10.2 hereofnotes thereto.

SEC Documents; Undisclosed Liabilities. (a) The Company Parent has timely filed or furnished (as applicable) all Parent SEC Documents since August 15, 2011, pursuant to Sections 13 and 15 of the Exchange Act or Section 5 of the Securities Act, as applicable, and applicable regulations promulgated thereunder and together with all certifications required reports, schedules, forms, statements pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by Parent with the Securities SEC, together will all amendments thereto and Exchange Commission ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference thereintherein collectively the “Parent SEC Documents”. (b) As of its respective filing date, or in the case of Parent SEC Documents that are registration statements filed pursuant to the Securities Act, as amended, the "SEC Documents"). As of their respective effective dates, the each Parent SEC Documents Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, or the Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a subsequent filing with the later filed Parent SEC (a copy of which has been provided to MergerCo prior to the date of this Agreement)Document, none of the Parent SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Parent SEC Documents: (i) have been prepared from and in accordance with, and accurately reflect, the books and records of Parent and its Subsidiaries in all SEC Documents filed since October 9, 1996 material respects; (the "SEC Financial Statements"ii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, ; (iii) have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as may be indicated in the notes thereto or, for normal and recurring year-end adjustments as may be permitted by the SEC on Form 10-Q of the SECor Form 8-K or any successor or like form) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and (iv) and fairly present the consolidated financial position of the Company Parent 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 shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which, individually or ). (c) Except as set forth in the aggregate is material). Except as provided for in the balance sheet contained in the most recent audited financial statements of the Company included in the Recent Parent SEC Documents (or the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Parent Disclosure Schedule, neither the Company nor any Subsidiary Parent has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (x) liabilities incurred required by GAAP to be set forth on a balance sheet of the Parent or in the ordinary notes thereto. The Parent SEC Documents set forth all financial and usual course contractual obligations and liabilities (including any obligations to issue capital stock or other securities of business the Parent) due after the date hereof. (d) There are no “off balance sheet arrangements,” as defined in Item 303 of Regulation S-K under the Securities Act, to which Parent or any Subsidiary of the Company is a party. (e) The Parent Disclosure Schedule describes all outstanding payables and consistent with past practice, the aging of such payables. (yf) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not exceed $2,000,000 Except for outstanding payables listed in the aggregate, exclusive Parent Disclosure Schedule Parent has no Indebtedness as of obligations under Section 10.2 hereofthe Closing.