Common use of SEC Documents Clause in Contracts

SEC Documents. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”). As of its respective filing date, each SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (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 adjustments).

SEC Documents. Financial Statements; No Undisclosed Liabilities. The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended 1997 (the “Exchange Act”) (collectively, the “"SEC Documents”"). As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act of 1933, as amended, and the rules and regulations of thereunder (the SEC promulgated thereunder "Securities Act"), or the Exchange Act, as the case may be, applicable to such SEC DocumentDocuments, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied (the "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 all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations QSB 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 normal, recurring year-end audit adjustments). Except as set forth in the Company Filed SEC Documents (defined below in Section 4.1(g)) or in Section 4.1(e), (g) or (h) of the Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) and there is no existing condition, situation or set of circumstances which are 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 notes thereto, except for liabilities which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SEC Documents. The Company has filed all reportsnot provided to the Investor any information which according to applicable law, schedulesrule or regulation, forms, statements and other documents required should have been disclosed publicly prior to be filed the date hereof by the Company but which has not been so disclosed. As of their respective dates or their restated dates (if so restated), the SEC Documents complied, and all similar documents filed with the SEC since January 1prior to the Closing Date will comply, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”). As of its respective filing date, each SEC Document complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC DocumentDocuments, and did not contain none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when Documents, as of the dates thereof (or the restated dates, if so restated), complied, and all similar documents filed complied with the SEC prior to the Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto, have been . Such financial statements were prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-QSB of the SEC) 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).

SEC Documents. The Company Marine has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be so filed by it in the Company with the SEC since January 1, 2014, preceding twelve months pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Marine and its Subsidiaries have filed with the SEC all documents required to be so filed by them in the preceding three fiscal years and during 2001 pursuant to Section 13(a) of the Securities and Exchange Act of 1934without regard to Rule 12b-25. Marine has made available to Pride each registration statement, as amended report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the “Exchange Act”form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “SEC Documents”"Marine Reports"). As of its respective filing date, each SEC Document Marine Report (i) complied in all material respects in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except misleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none date hereof. Each of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company balance sheets included in or incorporated by reference into Marine Reports (including the SEC Documents when filed complied as to form in all material respects with the published rules related notes and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the consolidated financial position of the Company Marine and its consolidated subsidiaries Subsidiaries as of the dates thereof its date, and each of the consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into Marine Reports (including any related notes and schedules) fairly presents in all material respects the results of their operations and operations, cash flows or changes in shareholders' equity, as the case may be, of Marine and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited quarterly statements, to (x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC and (y) normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the most recent consolidated balance sheet of Marine and its Subsidiaries included in Marine Reports, including all notes thereto, as of the date of such balance sheet, neither Marine nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Marine or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which do not and are not reasonably likely to have, individually or in the aggregate, a Marine Material Adverse Effect.

SEC Documents. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all reports, schedules, forms, statements and other documents required to be filed with the SEC by the Company since July 26, 2000 (together with all information incorporated therein by reference, the "SEC Documents"). No subsidiary of the Company is required to file any form, report or other document with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”)SEC. As of its their respective filing datedates, each of the SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentDocuments, and did not contain none of the SEC Documents at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, except to the knowledge extent that information contained in any SEC Document filed and publicly available prior to the date of the Companythis Agreement (a "Filed SEC Document") has been revised or superseded by a later filed Filed SEC Document, none of the SEC Documents is contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the subject statements therein, in light of any ongoing review by the SECcircumstances under which they were made, not misleading. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, including the notes theretorelated notes) of the Company included in the SEC Documents complied, when filed complied filed, or will comply, when filed, in each case 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 or will be prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented or will present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the their consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal and recurring year-end adjustmentsaudit adjustments and the absence of footnotes). Except as set forth in the Filed SEC Documents, the Company and its subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the aggregate could reasonably be expected to have a material adverse effect on the Company.

SEC Documents. (i) The Company has timely filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by the Company with the SEC since January 1August 31, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended 2005 (the “Exchange Act”) (collectively, the “SEC Documents”). As of its their respective filing datedates, each the SEC Document Documents complied as to form 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, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentDocuments, in each case as in effect at such time, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, including the notes thereto) of the Company included in the SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (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 adjustments). Except as set forth in the financial statements (including the notes thereto) included in the Filed SEC Documents, neither the Company nor any of its Subsidiaries has any liabilities that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities and obligations that (A) were incurred since the date of the most recent audited balance sheet included in such financial statements in the ordinary course of business, (B) are incurred in connection with the transactions contemplated by this Agreement or (C) individually or in the aggregate, would not have a Material Adverse Effect. The Company has made available to Parent true and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since August 31, 2006 and prior to the date hereof. As of the date hereof, there are no material outstanding or unresolved comments in a comment letter received from the SEC staff with respect to any SEC Document. (ii) The Company has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Company’s filings pursuant to the Exchange Act. The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Documents. The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended Commission. (the “Exchange Act”) (collectively, the “"SEC Documents”"). As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC DocumentDocuments, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles GAAP (except, in the case of unaudited quarterly statements, statements as permitted by Form 10-Q of the SEC or other rules and regulations of the SECForm 10-QSB) applied on a consistent basis during the periods involved (except as may be indicated indicted 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 operation and cash flows for the periods period then ended ending in accordance with GAAP (subject, in the case of the unaudited quarterly statements, to normal year-year end audit adjustments). Except as set forth in the filed SEC Documents, neither the Company nor any Subsidiaries 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 and which could reasonably be expected to have a Material Adverse Effect.

SEC Documents. The (i) Since January 1, 2009, the Company has filed all with or furnished to the SEC each report, schedule, form, statement or other document or filing required by the Exchange Act or Securities Act to be filed or furnished at or prior to the time so required (such reports, schedules, forms, statements forms and other documents required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectivelystatements, the “SEC Documents”). No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of its their respective filing datedates, each of the SEC Document Documents complied as to form in all material respects with the requirements of the Exchange Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and did not contain none of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, including the notes theretorelated notes) of the Company included in the SEC Documents when filed complied complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in all material respects in accordance with United States generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial 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 Subsidiaries as of the dates thereof and the their consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to notes and normal year-end audit adjustments). Except as set forth or disclosed in the financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its Subsidiaries have no liabilities or obligations (other than pursuant to Contracts entered into in the ordinary course of business) of any nature (whether accrued, absolute, contingent or otherwise), except for those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

SEC Documents. The (a) Since January 1, 1996, the Company has filed with the Commission all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of it under the Securities and Exchange Act of 19341933, as amended (the “"Securities Act"), or the Exchange Act”) Act (as such documents have been filed prior to the date hereof, and amended since the time of their filing prior to the date hereof, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, collectively, the “"Company SEC Documents”"). As of its their respective dates (or if amended or superseded by a filing dateprior to the date hereof, each then on the date of such filing), the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations none of the Company SEC promulgated thereunder applicable to such SEC Document, Documents (including any and did not contain all financial statements included therein) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in all of the Company SEC Documents when filed complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in all material respects 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 SECCommission) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (b) Except as set forth in the Company SEC Documents, neither the Company nor any of its subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with GAAP, except for (i) liabilities and obligations incurred in the ordinary course of business consistent with past practice since January 1, 1998 which could not reasonably be expected to have a Material Adverse Effect, and (ii) liabilities incurred under this Agreement. (c) The Company has heretofore made available or promptly shall make available to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the Commission, to agreements, documents or other instruments which previously have been filed with the Commission pursuant to the Exchange Act.

SEC Documents. The Company Undisclosed Liabilities. IXnet and, to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the SEC since October 1, 1998, and IXnet has filed delivered or made available to Parent all reports, schedules, forms, statements and other documents required to be filed by IXnet and, to the Company extent applicable, its subsidiaries with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “"IXnet SEC Documents”"). As of its their respective filing datedates, each the IXnet SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC DocumentDocuments, and did not contain none of the IXnet SEC Documents (including any and all financial statements included therein) as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and (including the unaudited quarterly financial statements (including, in each case, the notes theretorelated notes) of the Company IXnet included in the all IXnet SEC Documents when filed complied since October 1, 1998 (the "IXnet 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 all material respects in accordance with United States generally accepted accounting principles (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 IXnet and its consolidated subsidiaries as of the Company dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that have not been and are not expected to be material in amount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles (except 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 IXnet 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, subject to normal year-end adjustments)adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.

SEC Documents. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended Commission (the “Exchange ActSEC”) all reports, statements, schedules and other documents (collectively, the “SEC Documents”) required to be filed by it pursuant to the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”). As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentthereunder, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared . Except (i) as may be indicated in all material respects in accordance with United States generally accepted accounting principles the notes to the Financial Statements or (except, ii) in the case of the unaudited quarterly interim statements, as permitted by Form 10-Q of QSB under the SEC or other rules and regulations of Exchange Act, the SEC) Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end adjustmentsadjustments and footnotes). Except as set forth in the Financial Statements filed with the SEC prior to the date hereof, neither the Company nor any of its subsidiaries has any liabilities, whether absolute, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not material to the financial condition or operating results of the Company or any of its subsidiaries and (iii) liabilities and obligations incurred in connection with the Closing Documents and the transactions contemplated thereby.

SEC Documents. The Except as set forth on Schedule 7.01(w), ------------- ---------------- the Company has filed filed, and as of the Closing Date the Company will have filed, all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC Commission since January 1June 3, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) 1994 (collectively, the “"SEC Documents”"). As of its their respective filing datedates, each (i) the SEC Document ------------- Documents complied or will comply in all material respects with the all applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentthereunder, and did not contain (ii) none of the SEC Documents contained any untrue statement of a material fact or omit failed to state a material fact required to be stated therein or otherwise necessary in order to make the statements therein, in 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 later subsequently filed SEC Document, none of the SEC Documents as of contains, and no SEC Document filed by the date hereof contains Company prior to the Closing Date will contain, any untrue statement of a material fact or omits failed to state any a material fact required to be stated therein or otherwise necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As The financial statements of the date of this Agreement, to the knowledge of the Company, none of Company included within the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the any notes thereto) of the Company included in the SEC Documents when filed complied (i) comply or will comply as to form in all material respects with the published rules and regulations accounting requirements of the SEC with respect Commission applicable thereto, (ii) have been prepared in all material respects or will be prepared in accordance with United States generally accepted accounting principles GAAP (exceptas in effect as of the date thereof) applied on a consistent basis during the periods involved, except in the case of unaudited quarterly statements, statements as permitted by Form 10-Q of the SEC or Commission and other rules and regulations of the SECCommission, and (iii) 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 respects, or will fairly present in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries (if any) 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 statements, to normal year-end audit adjustments).

SEC Documents. The Company has filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended 2007 (the “Exchange Act”) (collectively, the “SEC Documents”). As of its their respective filing datedates of filing, each the SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the Sarbanes Oxley Act of 2002, as the case may be, and in each case the rules and regulations promulgated thereunder applicable thereto, and as of their respective dates (or if amended by a subsequent filing with the SEC prior to the date hereof, as of the date of such amendment) none of the SEC promulgated thereunder applicable to such SEC Document, and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (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). Except for matters reflected or reserved against in the consolidated balance sheet of the Company as of December 31, 2009 (or the notes thereto) included in the Filed SEC Documents, neither the Company nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities and obligations that (i) were incurred since December 31, 2009 in the ordinary course of business in accordance with past practice, (ii) are incurred in connection with the transactions contemplated by this Agreement, or (iii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SEC Documents. (i) The Company has filed and furnished all required reports, schedules, formsregistration statements, definitive proxy statements and other exhibits to the foregoing documents required with or to be filed by the Company with the SEC since January 1December 31, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended 2001 (the “Exchange Act”) (collectively, the “Company SEC Documents”). As of its their respective filing datedates, each the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933 (the “Securities Act”) or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except No Subsidiary is required to file any forms, reports or other documents with the extent that information contained in any SEC Document has been revised pursuant to Section 13(a) or superseded by a later filed SEC Document, none 15(d) of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SECExchange Act. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents when filed were prepared from the books and records of the Company and the Subsidiaries, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and the Subsidiaries for the periods then ended (subject, presented therein. Except as disclosed in the case Company SEC Documents, there are no agreements, arrangements or understandings between the Company and any party who is at the date of unaudited quarterly statementsthis Agreement or was at any time prior to the date hereof but after December 31, 2001, an Affiliate (as hereinafter defined) of the Company that are required to be disclosed in the Company SEC Documents. (ii) The Company has not received written notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Entity. Since December 31, 2001, the Company’s independent public accounting firm has not informed the Company that it has any material questions, challenges or disagreements regarding or pertaining to the Company’s accounting policies or practices. Since December 31, 2001, to normal yearthe knowledge of the Company, no officer or director of the Company has received or has become entitled to receive any material compensation from any entity that has engaged in or is engaging in any material transaction with the Company or any Subsidiary of the Company. There are no off-end adjustments)balance sheet special purpose entities or financing arrangements of the Company or the Subsidiaries. (iii) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Documents, the chief executive officer and chief financial officer of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications were correct when made.

SEC Documents. The Company (a) Acquiror has filed all reports, schedules, forms, statements reports and other documents required to be filed by the Company it with the SEC since January September 1, 20142000. All such required forms, pursuant reports, and documents, and all exhibits and schedules thereto and documents incorporated by reference therein, (including those filed by Acquiror after the date hereof) are referred to Sections 13(a), 14(a) and 15(d) herein as the "Acquiror SEC Reports." As of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectivelytheir respective dates, the “Acquiror SEC Documents”). As of its respective filing date, each SEC Document Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, thereunder; and (ii) did not at the time each such Acquiror SEC Report was filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none None of the SEC Documents as subsidiaries of Acquiror is required to file any forms, reports, or other documents with the SEC. (b) Each of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the any related notes thereto) of the Company included contained in the Acquiror SEC Documents when Reports (including any Acquiror SEC Reports filed by Acquiror after the date hereof until the Closing) (collectively, the "Acquiror Financial Statements"), (i) complied as to form in all material respects with the published rules and regulations of the SEC in effect, at the time of filing, with respect thereto, have been ; (ii) was prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act); and (iii) and fairly present in all material respects presented the consolidated financial position of the Company Acquiror and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of Acquiror and its consolidated subsidiaries for the periods then ended (subjectindicated therein, in except that the case of unaudited quarterly statements, interim financial statements were or are subject to normal and recurring year-end adjustments)adjustments which were not, or are not expected to be, material in amount. (c) Neither Acquiror nor any of its subsidiaries has any Liabilities of a nature required to be disclosed on a balance sheet or in the related notes to consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Acquiror and its subsidiaries taken as a whole, except Liabilities (i) reflected in the Acquiror Balance Sheet; or (

SEC Documents. The Company has filed all reportsmade available to Concord a true and complete copy of each report, schedulesschedule, forms, statements registration statement and other documents required to be definitive proxy statement filed by the Company with the SEC since January 1December 31, 20141997 (as such documents have since the time of their filing been amended, pursuant to Sections 13(athe "Company SEC Documents"), 14(awhich are all the documents (other than preliminary material) and 15(d) of that the of Company was required to file with the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”)since such date. As of its their respective filing datedates, each (i) the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to as disclosed in the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC DocumentCompany Disclosure Letter, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents when filed (including, without limitation, the audited balance sheet and related statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year ended December 31, 2000, as audited by ▇▇▇▇▇▇, Jasco + Company, P.A. (such balance sheet is referred to hereinafter as the "Balance Sheet" and the Balance Sheet and related statements are referred to hereinafter as the "Year-End Financial Statements"), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations 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 in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations operations, stockholders' equity and cash flows for the periods then ended in accordance with GAAP. As of December 31, 2000, neither the Company nor any of its Subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (subjectincluding the notes thereto) and which were not reflected on the Balance Sheet. Since December 31, 2000, except as and to the extent set forth in the case Company SEC Documents and except for liabilities or obligations incurred in the ordinary course of unaudited quarterly statementsbusiness consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would have a Material Adverse Effect on the Company. All agreements, contracts and other documents required to normal year-end adjustments)be filed as exhibits to any of the Company SEC Documents have been so filed. No Subsidiary of the Company is required to file any form, report or other document with the SEC.

SEC Documents. The (a) Since September 1, 1996, the Company has filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of under the Securities and Act or the Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “"Company SEC Documents”"). As of its their respective filing datedates, each the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations none of the Company SEC promulgated thereunder applicable to such SEC Document, and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The Company has delivered to Investor each registration statement, report, proxy statement or information statement prepared by it and filed with the extent that information contained SEC, in the form, including any SEC Document has been revised exhibits or superseded by a later amendments thereto, filed SEC Document, none of with the SEC Documents as of (collectively, the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC"Company Reports"). The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents when filed complied and the Company Reports 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 all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their its operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustmentsaudit adjustments and to any other adjustments set forth therein). (b) Except as set forth in the Company Disclosure Letter, the Company SEC Documents, the Company Reports or the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 1997 which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth in the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any obligation in respect of any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination of the foregoing transactions. (c) The Company has heretofore made available or promptly shall make to Investor a complete and correct copy of any amendments or modifications, which have not yet filed with the SEC, to agreements, documents or other instruments which previously have been filed with the SEC pursuant to the Exchange Act.

SEC Documents. The Company has filed with the Securities and Exchange Commission (the "Commission") all forms, reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC it since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of its initial public offering under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”). As of its respective filing date, each SEC Document complied in all material respects together with the requirements of the Exchange Act and the rules and regulations thereunder, the "Exchange Act") or the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act") (such documents, as supplemented and amended since the time of filing, collectively, the "Company SEC Documents"). The Company has timely filed with the Commission all Company SEC Documents within the five-year period preceding the date hereof. To the best of the Company's knowledge, the Company SEC promulgated thereunder applicable to such SEC DocumentDocuments, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of any prospectus, in light of the circumstances under which they were made), not misleading. Except to , and (b) complied in all material respects with the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none applicable requirements of the SEC Documents Exchange Act and the Securities Act, as of the date hereof 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 case may be. To the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the best knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents when at the time filed (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 applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subjectended. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, in report or other document with the case of unaudited quarterly statementsCommission, to normal year-end adjustments)the Nasdaq Stock Market, Inc., any stock exchange or any other comparable governmental authority.

SEC Documents. The Company Buyer has filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC Securities and Exchange Commission (the "SEC") since January April 1, 20141996 (together with later filed documents that revise or supersede earlier filed documents, pursuant the "Buyer SEC Documents"). As of their respective dates, the Buyer SEC Documents complied as to Sections 13(a), 14(a) and 15(d) of form in all material respects with the requirements of the Securities and Act or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) (collectively"), as the “SEC Documents”). As of its respective filing datecase may be, each SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Document, and did not contain Documents. None of the Buyer SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Buyer included in the Buyer SEC Documents when filed complied as of their respective dates of filing with the SEC 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 United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SECExchange Act) 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 Buyer as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except as set forth in the Buyer SEC Documents, and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice, Buyer has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth in a balance sheet of Buyer or in the notes thereto which, individually or in the aggregate, would have a material adverse effect on the business or results of operations of Buyer.

SEC Documents. The Company has filed with the SEC, and has ------------- heretofore made available to Parent true and complete copies of, all forms, reports, schedules, forms, statements and other documents required to be filed with the SEC by the Company with the SEC since January 1, 20141998 (together with all information incorporated therein by reference, pursuant to Sections 13(athe "Company SEC Documents"), 14(a) and 15(d) . No subsidiary of the of Company is required to file any form, report, schedule, statement or other document with the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”)SEC. As of its their respective filing datedates, each the Company SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, including the notes theretorelated notes) of the Company included in the Company SEC Documents when filed complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (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 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 and recurring year-end audit adjustments). Except as set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") (including the financial statements included therein) and except as arising hereunder, the Company and its subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations that individually or in the aggregate could not reasonably be expected to have a material adverse effect on the Company.

SEC Documents. The Company (including its predecessors) has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, forms, statements and other documents required to be filed with the SEC by the Company since February 1, 2001 (together with all information incorporated therein by reference, the "COMPANY SEC DOCUMENTS"). No subsidiary of the Company is required to file any form, report, schedule, statement or other document with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”)SEC. As of its their respective filing datedates, each the Company SEC Document Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents at the time they were filed contained any untrue statement of a material material-fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, including the notes theretorelated notes) of the Company included in the Company SEC Documents when filed complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (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 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 and recurring year-end audit adjustments). Except as set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "COMPANY FILED SEC DOCUMENTS") (including the financial statements included therein) or in the Company Disclosure Schedule and except as arising hereunder, the Company and its subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations that individually or in the aggregate could not reasonably be expected to have a material adverse effect on the Company.

SEC Documents. The Company Buyer’s Guarantor has filed all reports, schedules, forms, statements and other documents reports required to be filed by the Company it with the SEC since January 1, 20142018, pursuant and Buyer’s Guarantor has made available to Sections 13(aSeller (including through the SEC’s ▇▇▇▇▇ database) true, correct and complete copies of all such reports (collectively, “Buyer’s Guarantor SEC Documents”). As of their respective dates, 14(a) and 15(d) each of the Buyer’s Guarantor SEC Documents complied in all material respects with the applicable requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange 1934 Act”) (collectively), and none of the “Buyer’s Guarantor SEC Documents”). As , as of its their respective filing datedates, each SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, and did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in 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 later filed SEC Document, none . (a) Each of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the any notes thereto) of the Company included contained in the Buyer’s Guarantor SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been was prepared in all material respects in accordance with United States U.S. generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes theretothereto and except that financial statements included with interim reports do not contain all notes to such financial statements) and each fairly present presented in all material respects the consolidated financial position position, results of the Company operations and changes in stockholders’ equity and cash flows of Buyer’s Guarantor and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended indicated therein (subject, in the case of unaudited quarterly statements, to normal year-end adjustmentsadjustments which are not expected, individually or in the aggregate, to be material).

SEC Documents. (a) The Company has filed all reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC since January 1, 1996 (collectively, the "Company Reports"). As of their respective dates, the Company Reports and any such reports, forms and other documents filed by the Company with the SEC since January 1after the date of this Agreement (i) complied, 2014or will comply, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”). As of its respective filing date, each SEC Document complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentand (ii) did not, and did not or will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except The representation in the preceding sentence does not apply to any misstatement or omission in any Company Report filed prior to the extent that information contained in any SEC Document has been revised or date of this Agreement which was superseded by a later subsequent Company Report filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits prior to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) No Subsidiary of the Company is required to file any report, form or other document with the SEC. (b) Each of the financial statements included in or incorporated by reference into the SEC Documents when filed complied as to form Company Reports (including the related notes and schedules) presents fairly, in all material respects with the published rules and regulations of the SEC with respect theretorespects, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (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 its date or, if applicable, the dates thereof and the consolidated results of their operations operations, retained earnings or cash flows, as the case may be, of the Company and cash flows its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein.

SEC Documents. The Company has filed all reportsfurnished, schedulesor made available to ------------- counsel for Purchasers, formsa true and complete copy of each statement, statements report, registration statement and other documents required to be definitive proxy statement filed by the Company with the SEC Securities and Exchange Commission ("SEC") since January 1, 2014, pursuant to Sections 13(a1997 (the "SEC --- --- Documents"), 14(awhich are all the documents (other than preliminary material) and 15(d) of that --------- the of Company was required to file with the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”)since such date. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules Securities Act of 1933, as amended (the "Securities ------------ ---------- Act"), and regulations none of the SEC promulgated thereunder applicable to such SEC Document, and did not contain Documents contained any untrue statement of a --- material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, made therein not misleading in light of the circumstances under which they were made, not misleading. Except except to the extent that information contained in any SEC Document has been revised or superseded corrected by a later subsequently filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied (the "Company Financial Statements") ---------------------------- comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations operations, shareholders' equity and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end normal, recurring audit adjustments). Except as disclosed in the SEC Documents or in the Schedule of Exceptions, or except as contemplated by this Agreement or on account of the transactions contemplated hereby, since September 30, 1998 there has not been any material adverse change in the results of operations, financial condition, assets, business or prospects of the Company and its subsidiaries taken as a whole.

SEC Documents. The Financial Statements; No Undisclosed --------------------------------------------------- Liabilities. ------------ (a) Since December 31, 1997, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by the Company it with the SEC since January 1, 2014, U.S. Securities and Exchange Commission (the "SEC") pursuant to Sections 13(a), 14(a) and 15(d) of the reporting requirements of the Securities and Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the “Exchange Act”"EXCHANGE ACT") (collectively, all of the “foregoing filed prior to the date hereof and financial statements and schedules thereto being hereinafter referred to as the "SEC Documents”DOCUMENTS"). As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC DocumentDocuments, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) As of their respective dates, the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in all material respects in accordance with United States U.S. generally accepted accounting principles (exceptprinciples, in the case of unaudited quarterly statementsconsistently applied, 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 (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position position, results of operations, statements of cash flows and statements of stockholders' equity of the Company and its Subsidiaries on a consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows basis for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Purchasers with any material, nonpublic information which was not publicly disclosed prior to the date provided. (c) As of the date of the most recent consolidated balance sheet included in the Company's financial statements (the "BALANCE SHEET DATE"), except as set forth in Schedule 3.8 or the SEC Documents filed at least five Business Days prior to the date hereof, neither the Company nor any of its Subsidiaries had any indebtedness, liability, loss, damage or deficiency (the "LIABILITIES"), whether or not covered by insurance, that would reasonably be expected to have a Material Adverse Effect and that was not expressly set forth in the Company's financial statements and notes thereto. Since the Balance Sheet Date, except as set forth in Schedule 3.8 or the SEC Documents filed at least five Business Days prior to the date hereof, neither the Company nor any of its Subsidiaries has incurred any Liability, whether or not covered by insurance, other than Liabilities incurred in the ordinary course of business consistent with past practice.

SEC Documents. The Company Buyer has delivered to Sellers each registration statement, report, proxy statement or information statement prepared and filed all reportswith the Securities and Exchange Commission by it since June 30, schedules2003, forms, statements each in the form (including exhibits and other documents required to be any amendments thereto) filed by the Company with the SEC since January 1(collectively, 2014the “Buyer Reports”). As of their respective dates, pursuant the Buyer Reports (i) complied as to Sections 13(a), 14(a) and 15(d) of form in all material respects with the applicable requirements of the Securities and Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively), the “SEC Documents”). As of its respective filing date, each SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except Each of the consolidated balance sheets included in or incorporated by reference into the Buyer Reports (including the related notes and schedules) fairly presents, in all material respects, the consolidated financial position of Buyer and its Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Buyer Reports (together with the related notes and schedules) fairly presents, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of Buyer and its Subsidiaries for the periods set forth therein (subject to the extent that information contained lack of footnote disclosure and normal year-end audit adjustments which would not be material in any SEC Document has been revised amount or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (includingeffect), in each case, the notes thereto) of the Company included in the SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects case in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) consistently applied on a consistent basis during the periods involved (involved, except as may be indicated noted therein. Except as and to the extent set forth in the consolidated balance sheet of Buyer and its Subsidiaries at December 31, 2003, including all notes thereto, or as set forth in the Buyer Reports, neither Buyer nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Buyer or in the notes thereto) and fairly present , prepared 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 (subjectaccordance with generally accepted accounting principles consistently applied, except liabilities arising in the case ordinary course of unaudited quarterly statements, to normal year-end adjustments)business since such date.

SEC Documents. The (a) Since May 1, 1998, the Company has filed all reports, schedules, forms, statements documents with the Securities and other documents Exchange Commission ("SEC") required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of under the Securities and Exchange Act of 19341933, as amended (including the “Exchange Act”rules and regulations promulgated thereunder) (collectivelythe "Securities Act"), or the “Exchange Act (such documents filed with the SEC on or before the date of this Agreement being the "Company SEC Documents”"). As of its their respective filing datedates, each (i) the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations (ii) none of the Company SEC promulgated thereunder applicable to such SEC Document, and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents when filed complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statementsstatements contained in Quarterly Reports on Form 10-QSB of the Company, as permitted by Form 10-Q of the SEC or other rules and regulations of the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their its operations and changes in shareholders' equity and cash flows flow for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustmentsaudit adjustments and to any other adjustments described therein). (b) Except as set forth in the Company SEC Documents, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since January 31, 2001 which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (c) To the extent there are such and to the extent permitted by applicable law, the Company has heretofore made available to the Purchaser a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously have been filed with the SEC pursuant to the Exchange Act.

SEC Documents. The Company (i) Alloy has furnished or made available to MarketSource a correct and complete copy of Alloy's Annual Report on Form 10-K filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since with respect to the fiscal year ended January 131, 20142001, pursuant as amended, and the Form 10-Q and each report, schedule, registration statement and definitive proxy statement filed by Alloy with the SEC on or after the date of filing of the Form 10-Q which are all of the documents (other than preliminary material) that Alloy was required to file (or otherwise did file) with the SEC in accordance with Sections 13(a)13, 14(a) 14 and 15(d) of the Exchange Act on or after the date of filing with the SEC of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) Form 10-K (collectively, the “"Alloy SEC Documents”"). As of its their respective filing datedates, each SEC Document complied or in all material respects with the requirements case of registration statements, their respective effective times, none of the Exchange Act Alloy SEC Documents (including all exhibits and the rules schedules thereto and regulations of the SEC promulgated thereunder applicable to such SEC Document, and did not contain documents incorporated by reference therein) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to , and the extent that information contained Alloy SEC Documents complied when filed, or in any SEC Document has been revised or superseded by a later filed SEC Documentthe case of registration statements, none as of their respective effective times, in all material respects with the then applicable requirements of the SEC Documents Securities Act or the Exchange Act, as of the date hereof 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 case may be, and the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of rules and regulations promulgated by the SEC Documents is the subject of any ongoing review by the SEC. thereunder. (ii) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, including the notes thereto) of the Company Alloy included in the SEC Documents when filed Form 10-Q for the fiscal quarter then ended, complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis GAAP during the periods involved (except as may be have been indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Alloy as of at the dates thereof and the consolidated results of their operations operations, shareholders' equity and cash flows for the periods period then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments)ended.

SEC Documents. The Except as disclosed in Schedule 3.6 hereof, since December 31, 2001, the Company has timely filed all reports, schedules, forms, statements and other documents the SEC Documents required to be filed by the Company it with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the reporting requirements of the Securities and Exchange Act of 1934, as amended (the “"Exchange Act”) (collectively, "). The Company has made available to the “Purchaser true and complete copies of the SEC Documents”), except for exhibits, schedules and incorporated documents. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC DocumentDocuments, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to None of the extent that information contained statements made in any SEC Document has been revised or superseded by a later filed SEC Document, none of the such SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact which is required to be stated therein updated or necessary in order to make the statements therein, in light of the circumstances amended under which they were made, applicable law has not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SECbeen so updated or amended. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied as to form have been prepared in all material respects accordance with U.S. generally accepted accounting principles, consistently applied, and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such consolidated financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they do not include footnotes or are condensed or summary statements) and fairly present in all material respects accurately and completely 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). Except as set forth in a manner clearly evident to a sophisticated institutional investor in the consolidated financial statements or the notes thereto of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice and not required under generally accepted accounting principles to be reflected in such financial statements. To the extent required by the rules of the SEC applicable thereto, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). Except as set forth in Schedule 3.6, none of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation would have a Material Adverse Effect. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, would become a default by the Company or its subsidiaries thereunder which would have a Material Adverse Effect.

SEC Documents. The Company Parent has filed in a timely manner all forms, reports, schedules, forms, statements and other documents registration statements required to be filed by the Company it with the SEC Securities and Exchange Commission (the "Commission") since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) 1995 (collectively, the “"SEC Documents”Reports"). As of its their respective filing datedates, each SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, and Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained , except for any statement or omission in any SEC Document has been revised or superseded by Report which was corrected in a later filed SEC Document, none Report. The financial statements of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Parent included in the SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been Reports were prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated basis, present fairly in the notes thereto) and fairly present in all material respects accordance with generally accepted accounting principles the consolidated financial position, results of operations and changes in financial position of the Company company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended indicated and conform in all material respects to all applicable requirements under the Securities Exchange Act of 1934 (subject, "Exchange Act"). Except as reflected in the case SEC Reports, the Parent as of unaudited quarterly statementsthe date of such SEC Reports has no material liabilities, obligations, or claims of any nature (whether absolute, accrued, contingent or otherwise and whether due or to normal year-end adjustmentsbecome due), including, without limitation, any tax liabilities or under funded pension plans, and the Parent does not have any knowledge of any basis for the existence of or the assertion against the Parent of any such liability, obligation or claim as of such date. The income of the Parent as reflected in the SEC Reports consists solely of ordinary operating profits and none of such income consists of (i) income from a source other than operations of the business of the Parent and its Subsidiaries or (ii) a transaction outside the ordinary course of business of the Parent (whether or not such transaction would otherwise be considered extraordinary under GAAP).

SEC Documents. The Company divine 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 (the "SEC") since December 31, 1999 (the "SEC since January 1Documents"). As of their respective dates, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the SEC Documents complied in all material respects with requirements of the Securities and Act or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) (collectively"), as the “SEC Documents”). As of its respective filing datecase may be, each SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentthereunder, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later document filed with the SEC Documentand publicly available prior to the date of this Agreement, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company divine included in the SEC Documents when filed complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States U.S. generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations 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 in all material respects the consolidated financial position of the Company divine and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited quarterly statements, to normal year-year end adjustmentsaudit adjustments and the absence of footnotes). Except as disclosed in financial statements included in the SEC Documents, neither divine nor any of its subsidiaries 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 divine and its consolidated subsidiaries or in the notes thereto and which can reasonably be expected to have a material adverse effect on divine and its subsidiaries taken as a whole.

SEC Documents. The Company has filed with the SEC all reports, schedulesstatements, forms, statements schedules and other documents (collectively, the "SEC Documents") required to be filed by the Company with the SEC since January 1, 2014, it pursuant to Sections 13(athe Securities Act of 1933, as amended from time to time (the “Securities Act”), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended from time to time (the “Exchange Act”) (collectively, the “). All SEC Documents”)Documents required to be filed were timely filed. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentthereunder, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared . Except (a) as may be indicated in all material respects in accordance with United States generally accepted accounting principles the notes to the Financial Statements or (except, b) in the case of the unaudited quarterly interim statements, as permitted by Form 10-Q of under the SEC or other rules and regulations of Exchange Act, the SEC) Financial Statements have been prepared in accordance with generally accepted accounting principles consistently 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 and consolidating financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end adjustmentsadjustments and footnotes). Except as set forth in the Financial Statements filed with the SEC prior to the date hereof, the Company has no liabilities, whether absolute, contingent or otherwise, other than (x) liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (y) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (x) and (y), individually or in the aggregate, are not material to the financial condition or operating results of the Company and (z) liabilities and obligations incurred in connection with the closing of the transactions contemplated hereby. Seller or the Company has provided a copy of all Financial Statements and all internal corporate financial statements, balance sheets, operating statements and similar financial records and related work papers, whether used in the preparation of the Financial Statements or in the ordinary course of the Company’s business.

SEC Documents. The Financial Statements; Sarbanes-Oxley. Since June 30, 2000, the Company has filed all reportstimely file▇ ▇▇▇ ▇▇▇▇▇▇▇, schedules, forms, statements and other documents required to be filed by the Company it with the SEC since January 1, 2014, pursuant to Sections 13(athe reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to each Investor, or each Investor has had access to, true and complete copies of the SEC Documents (including via EDGAR), 14(a) except for such exhibits and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectivelyincorporated documents. As ▇▇ ▇▇eir respective dates, the “SEC Documents”). As of its respective filing date, each SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC DocumentDocuments, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in all material respects in accordance with United States U.S. generally accepted accounting principles (exceptprinciples, in the case of unaudited quarterly statementsconsistently applied, 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 (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except as set forth in the financial statements included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to March 30, 2003, and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to March 30, 2003 are not, in the aggregate, material to the financial condition or operating results of the Company. The Company is in substantial compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the "Sarbanes- Oxley Act"), and the r▇▇▇▇ ▇▇▇ ▇▇▇▇▇ations promulgated ▇▇▇▇▇▇▇▇▇▇, ▇▇▇t are effective, and intends to comply substantially with other applicable provisions of the Sarbanes-Oxley Act, and the rules and regulations promulgated the▇▇▇▇▇▇▇, ▇▇▇▇ the effectiveness of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality of the foregoing, the Chief Executive Officer and the Chief Financial Officer of the Company have signed, and the Company has furnished to the SEC, all certifications required by Section 302 and Section 906 of the Sarbanes-Oxley Act; such certifications contain no qualifications ▇▇ ▇▇▇▇▇▇▇▇▇▇ to the matters certified therein and have not been modified or withdrawn; and neither the Company nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. The representations and warranties herein contained are subject to Schedule 3.7.

SEC Documents. The Company Purchaser has filed all required reports, schedules, forms, statements and other documents required to be with the Securities and Exchange Commission (the “SEC”) between December 31, 2002 and the date of this Agreement. All reports, schedules, forms, statements and other documents filed by the Company Purchaser with the SEC since January 1are collectively referred to in this Agreement as the “Purchaser SEC Documents.” As of the time each of the Purchaser SEC Documents was filed with the SEC (or, 2014if amended or superseded by a filing prior to the date of this Agreement, pursuant to Sections 13(athen on the date of such filing), 14(a(i) and 15(d) of the Purchaser SEC Documents complied in all material respects with the requirements of the Securities and Act or Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively), as the “SEC Documents”). As of its respective filing datecase may be, each SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Purchaser SEC Documents, and (ii) except to the extent that information contained in any Purchaser SEC Document has been revised or superseded by a later-filed Purchaser SEC Document, and did not contain none of the Purchaser SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none The financial statements of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Purchaser included in the Purchaser SEC Documents when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presented the consolidated financial position of the Company and its consolidated subsidiaries Purchaser as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company Acquiror has filed all reports, schedules, forms, registration statements, definitive proxy statements, information statements and other documents filings required to be filed by the Company it with the SEC since January 1February 16, 2014, pursuant to Sections 13(a2000 (including the Acquiror Post-Signing SEC Documents (as defined in Section 6.09), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “"Acquiror SEC Documents”"). As of its their respective filing datedates, each the Acquiror SEC Document Documents complied or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations none of the Acquiror SEC promulgated thereunder applicable to such Documents contained or, in the case of the Acquiror Post-Signing SEC DocumentDocuments, and did not contain will contain, any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Acquiror included in the Acquiror SEC Documents when filed complied (the "Acquiror Financial Statements") comply or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or, in the case of the Acquiror Post-Signing SEC Documents, will have been prepared in all material respects in accordance with United States generally accepted accounting principles GAAP (except, in the case of unaudited quarterly statements, for the lack of normal year-end adjustments, the absence of footnotes and 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 subject thereto (except as may be indicated in the notes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Company Acquiror 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 adjustmentsadjustments and the absence of footnotes). Except as disclosed in the Acquiror SEC Documents, as required by GAAP or as required by any Governmental Entity, Acquiror has not, since December 31, 1999, made any change in accounting practices or policies applied in the preparation of financial statements.

SEC Documents. The Company Purchaser has filed all reports, schedules, forms, statements and other documents reports required to be -------------------- filed by the Company with the SEC since January 1, 2014, Purchaser pursuant to Sections the Exchange Act, including pursuant to Section 13(a), 14(a) and or 15(d) of the of the Securities and Exchange Act of 1934thereof, as amended (the “Exchange Act”) (collectively, the “"SEC Documents”)") on a timely basis or received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension of time. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentpursuant thereto, and did not contain none of the SEC Documents, when filed, contained any untrue statement of a material fact or omit omitted to state specify a material fact required to be stated specified therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, information therein not misleading. Except All material agreements to which the Purchaser is a party or to which the property or assets of the Purchaser are subject have been filed as exhibits to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC DocumentDocuments, none as required. The financial statements of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Purchaser included in the SEC Documents when filed complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis GAAP during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto) , and fairly present present, in all material respects respects, the consolidated financial position situation of the Company and its consolidated subsidiaries Purchaser as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Since the date of the financial statements included in the Purchaser's last filed Quarterly Report on Form 10-Q there has been no event, occurrence or development that has had, or would reasonable be expected to have, a material adverse effect on the Purchaser or its business that has not been specifically disclosed to the Seller by the Purchaser.

SEC Documents. The Company NPS has filed all reports, schedules, forms, statements and other documents reports required to be filed by it under -------------- the Company with Securities Act of 1933, as amended (the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a"Securities Act") and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “"Exchange Act”"), including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as NPS was required by law to file such material) (collectivelythe foregoing materials, including the “exhibits thereto, being collectively referred to herein as the "SEC Documents”Reports"). The SEC Documents constitute all of the documents and reports that NPS filed with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder by the SEC since January 1, 2004. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and none of the SEC promulgated thereunder applicable to such SEC Document, and did not contain any Documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company NPS included in the SEC Documents when filed complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles in the United States ("U.S. GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of applicable form under the SECExchange Act) 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 NPS as of the dates thereof and the consolidated results its statements of their operations operations, shareholders' equity and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal and recurring year-end adjustmentsaudit adjustments which were and are not expected to have a material adverse effect on NPS, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated balance sheet of NPS June 30, 2004, NPS has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not); provided, that as of or prior to the Closing Date, all liabilities reflected in such balance sheet shall have been settled, and NPS will complete the divestiture of its wholly-owned subsidiary as of the Closing Date.

SEC Documents. The Company Drilex has filed all reportsmade available to Bake▇ ▇▇▇h▇▇ ▇ ▇rue and complete copy of each report, schedulesschedule, forms, statements registration statement and other documents required to be definitive proxy statement filed by the Company Drilex with the SEC since January 1May 9, 2014, pursuant 1996 and prior to Sections 13(a), 14(a) and 15(d) the date of the of the Securities and Exchange Act of 1934, as amended this Agreement (the “Exchange Act”) (collectively, the “"Drilex SEC Documents”)") which are all the documents that Drilex was required to file with the SEC since such date. As of its their respective filing datedates, each the Drilex SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Drilex SEC DocumentDocuments, and did not contain none of the Drilex SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances 8 15 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Drilex included in the Drilex SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC"GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects the consolidated financial position accordance with applicable requirements 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 GAAP (subject, in the case of the unaudited quarterly statements, to normal year-end normal, recurring adjustments, none of which are material) the consolidated financial position of Drilex and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Drilex and its consolidated Subsidiaries for the periods presented therein. Except as disclosed in the Drilex SEC Documents or in Schedule 3.1(d), there are no agreements, arrangements or understandings between Drilex and any party who is at the date of this Agreement or was at any time prior to the date hereof but after December 31, 1996 an Affiliate of Drilex that are required to be disclosed in the Drilex SEC Documents.

SEC Documents. The Company has filed all reports(a) As of their respective dates, scheduleseach registration statement, formsreport, statements and other documents required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of proxy statement or information statement (as defined in Regulation 14C under the Securities and Exchange Act of 1934, as amended (the “"Exchange Act”")) of Parent prepared by it since its initial public offering (including, without limitation, the Registration Statement on Form S-1 with respect to its initial public offering), in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the “SEC Documents”). As of its respective filing date, each SEC Document "Parent Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent , except that information contained in any SEC Document has been revised or superseded by as of a later filed SEC Document, none date shall be deemed to modify information as of an earlier date. Each of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company balance sheets included in or incorporated by reference into the SEC Documents when filed complied as to form in all material respects with Parent Reports (including the published rules related notes and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SECschedules) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Parent as of the dates thereof its date, and each of the consolidated results statements of their operations income, retained earnings and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent for the periods then ended set forth therein (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied throughout the periods indicated, except as may be noted therein. (b) Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (i) liabilities or obligations reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied and included in the Parent Reports and (ii) liabilities or obligations incurred in the ordinary course of business which are not material in amounts.

SEC Documents. The Company Accenture has filed all required reports, schedules, forms, statements and other documents required to be filed by the Company Accenture with the Securities and Exchange Commission (the "SEC") since July 20, 2001 (the "SEC since January 1Documents"). As of their respective dates, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the SEC Documents complied in all material respects with requirements of the Securities and Act or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) (collectively"), as the “SEC Documents”). As of its respective filing date, each SEC Document complied in all material respects with the requirements of the Exchange Act case may be and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentDocuments, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, of Accenture included in each case, the notes theretoAccenture's prospectus filed pursuant to Rule 424(b) of the Company included in the SEC Documents when filed complied Securities Act on July 20, 2001 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 all material respects in accordance with United States U.S. generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC"GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or as described in writing to Microsoft prior to the date hereof) and fairly present in all material respects the consolidated financial position of the Company Accenture and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited quarterly statements, to normal year-year end audit adjustments). Except as set forth in the Filed SEC Documents (as defined below), as of the date hereof, neither Accenture nor any of its subsidiaries has any material 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 Accenture and its consolidated subsidiaries or in the notes thereto and which can reasonably be expected to have a material adverse effect on Accenture and its subsidiaries taken as a whole.

SEC Documents. The All the documents (other than preliminary material) that the Company has filed all reports, schedules, forms, statements and other documents was required to be file with the SEC for the past three years including, without limitation, each report, schedule, registration statement and definitive proxy statement filed by the Company with (as such documents have since the time of their filing been amended, the "Company SEC since January 1, 2014, pursuant to Sections 13(aDocuments"), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”)have been timely filed. As of its their respective filing datedates, each (i) the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to as disclosed in the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC DocumentCompany Disclosure Letter, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents when filed (including, without limitation, the audited balance sheet and related statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year ended February 28, 2001, as audited by PricewaterhouseCoopers LLP (such balance sheet is referred to hereinafter as the "Balance Sheet" and the Balance Sheet and related statements are referred to hereinafter as the "Year-End Financial Statements")), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations 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 in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations operations, stockholders' equity and cash flows for the periods then ended in accordance with GAAP. As of February 28, 2001, neither the Company nor any of its Subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (subjectincluding the notes thereto) and which were not reflected on the Balance Sheet. Since February 28, 2001, except as and to the extent set forth in the case Company SEC Documents and except for liabilities or obligations incurred in the ordinary course of unaudited quarterly statementsbusiness consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be reasonably expected to normal year-end adjustments)have a Material Adverse Effect on the Company. All agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Documents have been so filed. No Subsidiary of the Company is required to file any form, report or other document with the SEC.

SEC Documents. The Financial Statements. Since January 1, 2003, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the under of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and all registration statements required under the Securities Act (collectivelyall of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”); provided, however, as disclosed to the Buyers, the Company has not filed with the SEC its audited financials statements for the year ended April 30, 2006 (the “2006 Audited Financial Statements”). The Company has delivered to the Buyers or their representatives, or made available through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇., true and complete copies of the SEC Documents. As of its their respective filing datedates, each SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included disclosed in the SEC Documents when filed (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles (exceptprinciples, in the case of unaudited quarterly statementsconsistently applied, 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 (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) and in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Documents. The Company has filed all reportsmade available to Purchasers (through the SEC’s website at h▇▇▇://▇▇▇.▇▇▇.▇▇▇ or otherwise), schedulesa true and complete copy of the Company’s registration statement on Form S-1 which became effective on June 30, forms2009, statements the Prospectus dated June 30, 2009 and other documents required the Prospectus Supplement dated July 24, 2009, and each current report on Form 8-K (except for the information deemed to be furnished and not filed therewith) and the definitive proxy statement filed by the Company with the SEC since January 1during the period commencing on July 24, 20142009 and ending on the date hereof. The Company will, promptly upon the filing thereof, also make available to the Purchasers all Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such materials required to be furnished to the Purchasers pursuant to Sections 13(a), 14(a) and 15(d) this sentence or pursuant to the immediately preceding sentence of the of the Securities and Exchange Act of 1934this Section 3.27 being called, as amended (through the “Exchange Act”) (date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein collectively, the “SEC Documents”). Except as disclosed in the SEC Documents, the Company has filed in a timely manner all documents that the Company was required to file under the Exchange Act during the period commencing from January 1st, 2008 until and including the Effective Date (the “SEC Filings”). As of its the respective filing datedates or as of the date of any subsequent amendment in the case of the SEC Filings that have been amended, each the SEC Document Filings complied in all material respects with the requirements of the Exchange Act, the Securities Act and the rules Rules and regulations Regulations, as applicable, and none of the SEC promulgated thereunder applicable to such SEC Document, and did not contain Filings contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in 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 later filed SEC Document, none All of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, Filings have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied filed on a consistent timely 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 (subjectsince April 15, in the case of unaudited quarterly statements, to normal year-end adjustments)2009.

SEC Documents. The Company has filed all reportsmade available to the Purchasers true and complete copies of the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, schedules2000 and each report, forms, statements and other documents required to be proxy statement or registration statement filed by the Company with the SEC since January 1, 2014, Securities and Exchange Commission (the "SEC") pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”"EXCHANGE ACT") or the Securities Act since the filing of such Annual Report through the date hereof (collectively, collectively such documents are referred to as the “"SEC Documents”DOCUMENTS"). As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Exchange Act Act, and the rules and regulations of the SEC promulgated thereunder applicable to such and the SEC Document, and Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, thereto at the time of such inclusion. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC"GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly interim statements, to normal year-end audit adjustments). Except for indebtedness incurred in that certain financing transaction that closed on or around December 10, 2001, by and among the Company, ▇▇▇▇▇▇ ▇▇▇▇▇, and certain other Purchasers, neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements.

SEC Documents. Financial Statements; No Adverse Change. The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it under the Company with the SEC since January 1Exchange Act, 2014, including pursuant to Sections Section 13(a), 14(a) and or 15(d) of thereof, for the of three years preceding the Securities and Exchange Act of 1934, as amended date hereof (the “Exchange Act”) (collectively, foregoing materials being collectively referred to herein as the “"SEC Documents”)") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentthereunder, and did not contain none of the SEC Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. Except All material agreements to which the extent that information contained in Company or any SEC Document has Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject have been revised or superseded by a later filed SEC Document, none of as exhibits to the SEC Documents as required; neither the Company nor any of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary Subsidiaries is in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject breach of any ongoing review by agreement where such breach would reasonably be expected to, individually or in the SECaggregate, have a Material Adverse Effect. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company and the Subsidiaries included in the SEC Documents when filed complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto) , and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Since the date of the financial statements included in the Company's last filed Quarterly Report on Form 10-Q for the period ended June 30, 1999, there has been no event, occurrence or development that has had, or would reasonably be expected to have, a Material Adverse Effect which has not been specifically disclosed to the Exchange Holders by the Company. The Company last filed audited financial statements with the Commission on May 3, 1999, and has not received any comments from the Commission in respect thereof.

SEC Documents. The Company has filed all reportsmade available to Parent a true and complete copy of each report, schedulesschedule, forms, statements registration statement and other documents required to be definitive proxy statement filed by the Company with the SEC since January 1after September 30, 2014, pursuant 2002 and prior to Sections 13(aor on the date of this Agreement (the “Company SEC Documents”), 14(awhich are all the documents (other than preliminary material) that the Company was required to file with the SEC after September 30, 2002 and 15(d) prior to the date of this Agreement. As of their respective dates, each of the Company SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities and Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively), as the “SEC Documents”). As of its respective filing datecase may be, each SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none as set forth on Schedule 3.1(d) of the SEC Documents as of Company Disclosure Schedule, the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the consolidated case of the unaudited statements, to normal, recurring adjustments, none of which, individually or in the aggregate, is material) the financial position of the Company and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the cash flows of the Company and its consolidated Subsidiaries for the periods then ended presented therein. There are no agreements, arrangements or understandings between the Company and any party who is at the date of this Agreement or was at any time prior to the date of this Agreement but after September 30, 2002 an Affiliate (subject, as defined in Section 4.1(b)(xi)) of the Company that are required to be disclosed in the case of unaudited quarterly statements, to normal year-end adjustments)Company SEC Documents that are not so disclosed.

SEC Documents. The (a) Since May 1, 2000, the Company has filed all reports, schedules, forms, statements documents with the Securities and other documents Exchange Commission ("SEC") required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of under the Securities and Exchange Act of 19341933, as amended (including the “Exchange Act”rules and regulations promulgated thereunder) (collectivelythe "Securities Act"), or the “Exchange Act (such documents filed with the SEC on or before the date of this Agreement being the "Company SEC Documents”"). As of its their respective filing datedates, each (i) the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations (ii) none of the Company SEC promulgated thereunder applicable to such SEC Document, and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents when filed complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by statements contained in Quarterly Reports on Form 10-Q of the SEC or other rules and regulations of Company, as permitted by the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their its operations and changes in shareholders' equity and cash flows flow for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustmentsaudit adjustments and to any other adjustments described therein). (b) Except as set forth in the Company SEC Documents, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since October 31, 2001 which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (c) To the extent there are such and to the extent permitted by applicable law, the Company has heretofore made available to Purchasers a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously have been filed with the SEC pursuant to the Exchange Act.

SEC Documents. The Company Borrower has filed furnished the following information to the Lender: (a) the Report on Form 10-KSB of New Star and it wholly-owned subsidiaries for the year ended December 31, 1997, (b) New Star's Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 1998, and (c) all reports, schedules, forms, statements and other documents that New Star was required to be filed by the Company file, which it represents and warrants it did timely file with the SEC since January 1, 2014, pursuant to Sections 13(a), under Section 13 or 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “"Exchange Act”) "), since March 31, 1998 (collectively, the “"SEC Documents”"). As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements requires of the Exchange Act and or the rules and regulations Securities Act of 1933, as amended (the "Securities Act"), as applicable. The SEC promulgated thereunder applicable to such SEC Document, and Documents as of their respective dates did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company New Star included in the SEC Documents when filed complied (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared . Except as may be indicated in all material respects in accordance with United States generally accepted accounting principles (exceptthe notes to the Financial Statements or, in the case of unaudited quarterly statements, as permitted by Form 10-Q of QSB, the SEC or other rules and regulations of the SEC) Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles consistently 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 New Star and its consolidated any subsidiaries as of at the dates thereof and the consolidated results result of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end normal, recurring adjustments). The SEC Documents, this Agreement, the exhibits and schedules hereto, and any certificates or documents to be delivered to the Lender pursuant to this Agreement, when taken together, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which statements were made, not misleading.

SEC Documents. The Company Since Parent's initial public offering, Parent has timely filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since January 1, 2014, pursuant to Securities and Exchange Commission (the "SEC") all quarterly and annual reports and proxy statements required under Sections 13(a), 14(a) 13 and 15(d) of the 14 of the Securities and Exchange Act of 1934, as amended (the “"Exchange Act”") (collectivelytogether with later filed documents that revise or supersede earlier filed documents, the “"SEC Documents”"). As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, and did not contain Documents. None of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Buyer included in the SEC Documents when filed complied as to form of their respective dates of filing with the SEC in all material respects with the 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 United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SECExchange Act) 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 Parent as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except as set forth in the SEC Documents, and except for liabilities and obligations incurred in the ordinary course of business consistent with past custom and practice (including, without limitation, with respect to quantity and frequency), Parent has no liabilities or obligations that would be required to be disclosed pursuant to the Securities Act or the Exchange Act.

SEC Documents. The Company has timely filed with the Securities and Exchange Commission (the "SEC") all forms, reports, schedules, forms, statements and other documents required to be filed with the SEC by the Company with the SEC since January June 1, 20141996 (together with all information incorporated therein by reference, pursuant to Sections 13(athe "SEC DOCUMENTS"), 14(a) and 15(d) . No subsidiary of the of Company is required to file any periodic reports under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”"EXCHANGE ACT"). As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentDocuments, and did not contain none of the SEC Documents at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a "FILED SEC DOCUMENT") has been revised or superseded by a later filed Filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, including the notes theretorelated notes) of the Company included in the SEC Documents when filed complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (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 their consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments).

SEC Documents. Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by the Company it with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the reporting requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange "1934 Act”") (collectivelyall of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “"SEC Documents”"). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC DocumentDocuments, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to None of the extent that information contained statements made in any SEC Document has been revised or superseded by a later filed SEC Document, none of the such SEC Documents as of the date hereof contains any untrue statement of a material fact is, or omits to state any material fact has been, required to be stated therein amended or necessary updated under applicable law (except for such statements as have been amended or updated in order to make subsequent filings prior the statements therein, in light of the circumstances under which they were made, not misleadingdate hereof). As of their respective dates, the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles (exceptprinciples, in the case of unaudited quarterly statementsconsistently applied, 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 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). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to March 31, 2013, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

SEC Documents. The Company Since June 16, 1999, EUI has timely filed all reports, schedules, forms, statements and other documents required to be filed by the Company it with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) the reporting requirements of the Exchange Act or the Securities Act, as applicable (all of the Securities foregoing filed and Exchange Act of 1934on or after June 16, 1999, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as amended (the “Exchange Act”) (collectively, the “"SEC Documents”"). EUI has delivered to the Seller true and complete copies of the SEC Documents, except the exhibits and schedules thereto and the documents incorporated therein. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC DocumentDocuments, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company EUI included in the SEC Documents when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto, . Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) GAAP applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and present fairly present in all material respects the consolidated financial position of the Company EUI 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 immaterial year-end audit adjustments).

SEC Documents. The Except as disclosed in Schedule 3.6 hereof, since December 31, 2001, the Company has timely filed all reports, schedules, forms, statements and other documents the SEC Documents required to be filed by the Company it with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the reporting requirements of the Securities and Exchange Act of 1934, as amended (the “"Exchange Act”) (collectively, "). The Company has made available to each Purchaser true and complete copies of the “SEC Documents”), except for exhibits, schedules and incorporated documents. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC DocumentDocuments, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to None of the extent that information contained statements made in any SEC Document has been revised or superseded by a later filed SEC Document, none of the such SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact which is required to be stated therein updated or necessary in order to make the statements therein, in light of the circumstances amended under which they were made, applicable law has not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SECbeen so updated or amended. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied as to form have been prepared in all material respects accordance with U.S. generally accepted accounting principles, consistently applied, and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such consolidated financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they do not include footnotes or are condensed or summary statements) and fairly present in all material respects accurately and completely 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). Except as set forth in a manner clearly evident to a sophisticated institutional investor in the consolidated financial statements or the notes thereto of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice and not required under generally accepted accounting principles to be reflected in such financial statements. To the extent required by the rules of the SEC applicable thereto, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). Except as set forth in Schedule 3.6, none of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation would have a Material Adverse Effect. No event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, would become a default by the Company or its subsidiaries thereunder which would have a Material Adverse Effect. The Company has not provided to any Purchaser any material non-public information or any other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed.

SEC Documents. The Company Regent has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it with the SEC since January 1, 2014, Commission pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) (collectively, the “"SEC Documents”"), and during the 12 calender months prior to the Effective Time all such SEC Documents have been filed in a timely manner, except for any failure to timely file a document that would not make Regent ineligible to file certain short form registration statements. As of its respective filing date, each The Regent SEC Document Documents complied in all material respects with the requirements of the "Securities Act" or the "Exchange Act Act", as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such the SEC DocumentDocuments, and did not contain none of the SEC Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Regent included in the SEC Documents when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles (exceptprinciples, in the case of unaudited quarterly statementsconsistently applied, 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 (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position condition of the Company and its consolidated subsidiaries Regent as of the respective dates thereof and the consolidated results of their its operations and cash flows for the respective periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Regent has not received notification from the SEC, the National Association of Securities Dealers Inc. and/or any federal or state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in process against Regent and/or relating to any of Regent's securities.

SEC Documents. The Company For at least twelve (12) calendar months immediately preceding the date hereof, CryoLife has timely filed all reports, schedules, forms, statements and other documents required to be filed by the Company it with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) (collectivelyall of the foregoing filed prior to the date hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). True, correct and complete copies of the SEC Documents are available on the ▇▇▇▇▇ system. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC DocumentDocuments, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective filing dates, the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company CryoLife included in the SEC Documents when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in all material respects in accordance with United States U.S. generally accepted accounting principles (exceptprinciples, in the case of unaudited quarterly statementsconsistently applied, 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 (A) as may be otherwise indicated in such financial statements or the notes thereto, or (B) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries CryoLife as of the dates thereof and the consolidated results of their operations and cash flows of CryoLife for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company has filed with the SEC all reports, schedulesstatements, forms, statements schedules and other documents required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”) required to be filed by it pursuant to the Securities Act of 1933, as amended from time to time (the “Securities Act”), and the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”). As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such thereunder, except that certain current reports may not have been timely filed. None of the SEC DocumentDocuments, and did not contain at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared . Except (a) as may be indicated in all material respects in accordance with United States generally accepted accounting principles the notes to the Financial Statements or (except, b) in the case of the unaudited quarterly interim statements, as permitted by Form 10-Q of under the SEC or other rules and regulations of Exchange Act, the SEC) Financial Statements have been prepared in accordance with generally accepted accounting principles consistently 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 and consolidating financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end adjustmentsadjustments and footnotes). Except as set forth in the Financial Statements filed with the SEC prior to the date hereof, the Company has no liabilities, whether absolute, contingent or otherwise, other than (x) liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (y) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (x) and (y), individually or in the aggregate, are not material to the financial condition or operating results of the Company, and (z) liabilities and obligations incurred in connection with the closing of the transactions contemplated hereby. Ireland or the Company has provided to ▇▇▇▇▇▇ a copy of all Financial Statements and all internal corporate financial statements, balance sheets, operating statements and similar financial records and related work papers, whether used in the preparation of the Financial Statements or in the ordinary course of the Company’s business.

SEC Documents. The Company has filed all registration statements, reports, schedulesproxy statements or information statements (collectively, forms, statements and other documents the "SEC Reports") required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934Commission (the "SEC") since July 31, 1992. Except as set forth on Schedule 2.6, as amended (the “Exchange Act”) (collectively, the “SEC Documents”). As of its their respective filing datedates, each SEC Document complied Report (including exhibits and any amendments thereto), filed by the Company with the SEC, (i) was prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Securities Exchange Act"), as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made 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 later filed SEC Document, none Each of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) balance sheets of the Company included in or incorporated by reference into the SEC Documents when filed complied as to form in all material respects with Reports (including the published rules related notes and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SECschedules) 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 presents the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations income, retained earnings and cash flows of the Company included in or incorporated by reference into the SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Company and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as noted therein. As of the date hereof, the Company is eligible to file registration statements under the Securities Act on Form S-3 and the Company is not aware of any facts or circumstances which would cause it to fail to meet the eligibility requirements for use of Form S-3.

SEC Documents. The Company TDT has furnished Stronghold with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by TDT with the SEC since February 1, 2001 (as such documents have since the time of their filing been amended, the "TDT SEC Documents") and since that date TDT has filed with the SEC all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and Section 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”). As of its their respective filing datedates, each the TDT SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such TDT SEC DocumentDocuments, and did not contain none of the TDT SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company TDT included in the TDT SEC Documents when filed complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, are accurate, complete and in accordance with the books and records of TDT in all material respects, and have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments), in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries TDT as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments)ended.

SEC Documents. The Company has filed all registration statements, reports, schedulesproxy statements or information statements (collectively, forms, statements and other documents the "SEC Reports") required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934Commission (the "SEC") since July 31, 1992. Except as set forth on SCHEDULE 2.6, as amended (the “Exchange Act”) (collectively, the “SEC Documents”). As of its their respective filing datedates, each SEC Document complied Report (including exhibits and any amendments thereto), filed by the Company with the SEC, (i) was prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Securities Exchange Act"), as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made 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 later filed SEC Document, none Each of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) balance sheets of the Company included in or incorporated by reference into the SEC Documents when filed complied as to form in all material respects with Reports (including the published rules related notes and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SECschedules) 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 presents the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations income, retained earnings and cash flows of the Company included in or incorporated by reference into the SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Company and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as noted therein. As of the date hereof, the Company is eligible to file registration statements under the Securities Act on Form S-3 and the Company is not aware of any facts or circumstances which would cause it to fail to meet the eligibility requirements for use of Form S-3.

SEC Documents. The Company (a) Buyer has timely filed or furnished all registration statements, prospectuses, forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by the Company it with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended 2017 (the “Exchange Act”) (collectively, the “Buyer SEC DocumentsReports”). As of its respective filing date, each The Buyer SEC Document complied Reports (after giving effect to all amendments thereto) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the all applicable rules and regulations thereunder. As of their respective filing dates, none of the Buyer SEC promulgated thereunder applicable to such SEC Document, and did not contain Reports contained on their filing dates any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained corrected by a subsequently filed Buyer SEC Report. (b) Except as set forth in any Buyer SEC Document has been revised or superseded by a later filed SEC DocumentReport, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (includingof Buyer, in each case, including the notes thereto) of the Company , included in the Buyer SEC Documents when filed Reports (the “Buyer Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, have been were prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly present presented in all material respects the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their Buyer’s operations and cash flows for the periods then ended indicated (subjectsubject to, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments). Since December 31, 2017, there has been no material change in Buyer’s accounting policies except as described in the notes to the Buyer Financial Statements.

SEC Documents. The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the Securities and Exchange Commission (the "SEC") since August 8, 1996 (the "SEC since January 1DOCUMENTS"). As of their respective dates, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the SEC Documents complied in all material respects with requirements of the Securities and Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively"EXCHANGE ACT"), as the “SEC Documents”). As of its respective filing date, each SEC Document complied in all material respects with the requirements of the Exchange Act case may be and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentDocuments, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed Filed SEC DocumentDocument (as -3- 4 defined below), none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, statements as permitted by Form 10-Q of the SEC or other rules and regulations 10Q 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 operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited quarterly statements, to normal year-year end audit adjustments). Except as set forth in the Filed SEC Documents (as defined below), neither the Company nor any of its subsidiaries 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 and which can reasonably be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole.

SEC Documents. The Company ▇▇▇▇▇▇ has filed with the SEC all reports, schedulesstatements, forms, statements schedules and other documents (collectively, the "SEC Documents") required to be filed by the Company with the SEC since January 1, 2014, it pursuant to Sections 13(athe Securities Act of 1933, as amended from time to time (the “Securities Act”), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended from time to time (the “Exchange Act”) (collectively). Since February 3, the “2010, all SEC Documents”)Documents required to be filed were timely filed. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentthereunder, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared . Except (i) as may be indicated in all material respects in accordance with United States generally accepted accounting principles the notes to the Financial Statements or (except, ii) in the case of the unaudited quarterly interim statements, as permitted by Form 10-Q of under the SEC or other rules and regulations of Exchange Act, the SEC) Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries ▇▇▇▇▇▇ as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end adjustmentsadjustments and footnotes). Except as set forth in the Financial Statements filed with the SEC prior to the date hereof, ▇▇▇▇▇▇ has no liabilities, whether absolute, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not material to the financial condition or operating results of ▇▇▇▇▇▇ and (iii) liabilities and obligations incurred in connection with the closing of the transactions contemplated thereby.

SEC Documents. The All the documents (other than preliminary material) that the Company has filed all reports, schedules, forms, statements and other documents was required to be file with the SEC for the past three years including, without limitation, each report, schedule, registration statement and definitive proxy statement filed by the Company with (as such documents have since the time of their filing been amended, the "Company SEC since January 1, 2014, pursuant to Sections 13(aDocuments"), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”)have been timely filed. As of its their respective filing datedates, each (i) the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to as disclosed in the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC DocumentCompany Disclosure Letter, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents when filed (including, without limitation, the audited balance sheet and related statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year ended February 28, 2003, as audited by PricewaterhouseCoopers LLP (such balance sheet is referred to hereinafter as the "Balance Sheet" and the Balance Sheet and related statements are referred to hereinafter as the "Year-End Financial Statements")), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations 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 in all material respects the consolidated financial position of positionof the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations operations, stockholders' equity and cash flows for the periods then ended in accordance with GAAP. As of February 28, 2003, neither the Company nor any of its Subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (subjectincluding the notes thereto) and which were not reflected on the Balance Sheet. Since February 28, 2003, except as and to the extent set forth in the case Company SEC Documents and except for liabilities or obligations incurred in the ordinary course of unaudited quarterly statementsbusiness consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be reasonably expected to normal year-end adjustments)have a Material Adverse Effect on the Company. All agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Documents have been so filed. No Subsidiary of the Company is required to file any form, report or other document with the SEC.

SEC Documents. The Company Unigene’s Common Stock is registered under Section 12(g) of the Exchange Act of 1934, as amended (the “Exchange Act”). Except for the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005, Unigene has timely filed all reports, schedules, forms, statements and other documents required to be filed by the Company it with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended Commission (the “Exchange ActSEC”) pursuant to the reporting requirements of the Exchange Act (collectivelyall of the foregoing filed prior to the Closing Date and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC DocumentDocuments, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Unigene included in the SEC Documents when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles (exceptprinciples, in the case of unaudited quarterly statementsconsistently applied, 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 (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Unigene as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company PPTI has filed all reports, schedules, forms, statements and other documents required to be filed by the Company it with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1934, as amended 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (collectively, the “SEC Documents”). As of its respective filing date, each PPTI is not currently eligible to use Form S-3 for stockholder registration statements under the Securities Act. The SEC Document Documents have complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such the SEC DocumentDocuments, and did not contain none of the SEC Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreementtheir respective dates, to the best of PPTI’s knowledge of during those respective dates, the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company PPTI included in the SEC Documents when filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in all material respects in accordance with accounting principles generally accepted in the United States generally accepted accounting principles as in effect from time to time (except“GAAP”), in the case of unaudited quarterly statementsconsistently applied, 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 (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position condition of the Company and its consolidated subsidiaries PPTI as of the respective dates thereof and the consolidated results of their its operations and cash flows for the respective periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except as set forth in the SEC Documents, PPTI has not received notification from the Commission, and/or any federal or state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in process against PPTI and/or relating to any of PPTI’s securities.

SEC Documents. The Company has filed with the Securities and Exchange Commission (the "Commission") all reports, schedules, forms, statements and other documents required by the Securities Act or the Exchange Act or the rules or regulations promulgated thereunder to be filed by the Company in each case in the form and with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange substance prescribed by either such Act of 1934, as amended (the “Exchange Act”) or such rules or regulations (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “"SEC Documents”)") including without limitation proxy information and solicitation materials, in each case in the form and with the substance prescribed by either such Act or such rules or regulations. Buyer has delivered or made available to Seller all SEC Documents. As of its their respective filing datedates (or if amended, each revised or superseded by a subsequent filing with the Commission then on the date of such subsequent filing), the SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to the SEC Documents and none of the SEC Documents (including any and all financial statements included therein) as of such SEC Document, and did not contain dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each caseof Buyer, the notes thereto) Company and, if any, all Affiliates of the Company Buyer included in all SEC Documents, including any amendments thereto (the "SEC Documents when filed complied Financial Statements"), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto and, have been as at the dates as of which the same were prepared and for the periods then ended, fairly presented the financial condition and results of operations of the Company and in all material respects its Affiliates on a consolidated basis in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in throughout 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 adjustments)such periods.

SEC Documents. The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of it under the Securities and Exchange Act of 1934, as amended (the “"Exchange Act”"), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (collectivelythe foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement and the Confidential Private Placement Memorandum dated July 1, 1997 furnished by or on behalf of the Company, the “SEC Documents”)"Disclosure Materials") on a timely basis, or has received a valid extension of such time of filing. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentthereunder, and did not contain none of the SEC Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto) , and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of and for 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). Since the date of the financial statements included in the Company's last filed Quarterly Report on Form 10-Q, there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect which has not been specifically disclosed in writing to the Purchasers by the Company. The Company last filed audited financial statements with the Commission on April 15, 1997, and has not received any comments from the Commission in respect thereof.

SEC Documents. The Company Buyer has timely filed with the SEC all forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed by the Company with the SEC it since January July 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of 2004 under the Securities and Act, or the Exchange Act of 1934(such documents, as supplemented and amended (since the “Exchange Act”) (time of filing, collectively, the “Buyer SEC Documents”). As No subsidiary of its respective filing dateBuyer is required to file any form, each report, registration statement, prospectus or other document with the SEC. To the knowledge of Buyer, the Buyer SEC Documents, including any financial statements or schedules included in the Buyer SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively and, in the case of any Buyer SEC Document complied in all material respects with amended or superseded by a filing prior to the requirements date of this Agreement, then on the Exchange Act and the rules and regulations date of the SEC promulgated thereunder applicable to such SEC Document, and amending or superseding filing): (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. Except to The financial statements of Buyer (including the extent that information contained related notes) included in the Buyer SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Buyer SEC Document has been revised amended or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits filing prior to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to then on the knowledge date of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes theretosuch amending or superseding filing) of the Company included in the SEC Documents when filed complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Form 10-QSB of the SEC), and fairly present (subject, in the case of unaudited statements, to normal, recurring audit adjustments not material in amount and giving effect to amendments of Buyer SEC Documents) in all material respects the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments)ended.

SEC Documents. The Company has filed all reportsmade available to Purchaser a true and complete copy of each report, schedulesschedule, forms, statements registration statement and other documents required to be definitive proxy statement filed by the Company with the SEC since January 1March 31, 2014, pursuant to Sections 13(a1998 (the "Company SEC Documents"), 14(awhich are all the documents (other than preliminary materials) that the Company was required to file with the SEC between March 31, 1998 and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”)date hereof. As of its their respective filing datedates, each the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations United States of the SECAmerica ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended (subject, presented therein. Except as disclosed in the case Company SEC Documents, there are no agreements, arrangements or understandings between the Company and any party who is or was at any time prior to the date hereof but after March 31, 1998 an Affiliate of unaudited quarterly statements, the Company that are required to normal year-end adjustments)be disclosed in the Company SEC Documents.

SEC Documents. (i) The Company has filed all reportsmade available to Parent a true and complete copy of each report, schedulesschedule, formsregistration statement, statements definitive proxy statement and other exhibit to the foregoing documents required to be filed by the Company with the SEC since January 1December 31, 2014, pursuant to Sections 13(a2001 (the "Company SEC Documents"), 14(awhich are all the documents (other than preliminary material) and 15(d) of that the of Company was required to file with the Securities and Exchange Act of 1934SEC since December 31, as amended (the “Exchange Act”) (collectively, the “SEC Documents”)2001. As of its their respective filing datedates, each the Company SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none None of the SEC Documents as Subsidiaries of the date hereof contains any untrue statement of a material fact or omits to state any material fact Company is required to be stated therein file any forms, reports or necessary in order other documents with the SEC pursuant to make the statements therein, in light Section 13(a) or 15(d) of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SECExchange Act. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents when filed were prepared from the books and records of the Company and its Subsidiaries, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been were prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC"GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended (subject, presented therein. Except as disclosed in the case Company SEC Documents, there are no agreements, arrangements or understandings between the Company and any party who is at the date of unaudited quarterly statementsthis Agreement or was at any time prior to the date hereof but after December 31, 2001 an Affiliate of the Company that are required to be disclosed in the Company SEC Documents. (ii) The Company has not received written notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Entity. Since December 31, 2001, the Company's independent public accounting firm has not informed the Company that it has any material questions, challenges or disagreements regarding or pertaining to the Company's accounting policies or practices. Since December 31, 2001, to normal yearthe knowledge of the Company, no officer or director of the Company has received, or is entitled to receive, any material compensation from any entity that has engaged in or is engaging in any material transaction with the Company or any Subsidiary of the Company. For purposes of this Agreement, "knowledge" means the actual knowledge of the officers listed on Schedule 3.1(d) of the Company Disclosure Schedule with respect to the Company, and on Schedule 3.2(d) of the Parent Disclosure Schedule with respect to Parent, without investigation. Set forth on Schedule 3.1(d) of the Company Disclosure Schedule is a list of all off-end adjustments)balance sheet special purpose entities and financing arrangements of the Company and Subsidiaries of the Company. (iii) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Documents, the chief executive officer and chief financial officer of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act") and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are complete and correct.

SEC Documents. The Company Since January 1, 1997, Acquiror has filed or, in the case of the Acquiror Post-Signing SEC Documents (as defined in Section 6.10), will file all required reports, schedules, forms, statements and other documents required to be filed by the Company Documents with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, including the “Acquiror Post-Signing SEC Documents”, the "Acquiror -------- SEC Documents"). As of its their respective filing datedates, each the Acquiror SEC Document -------------- Documents complied or, in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations none of the Acquiror SEC promulgated thereunder applicable to such Documents contained or, in the case of the Acquiror Post-Signing SEC DocumentDocuments, and did not contain will contain, any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were or are made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Acquiror included in the Acquiror SEC Documents when filed complied comply or, in the case of the Acquiror Post- Signing SEC Documents, will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or, in the case of the Acquiror Post- Signing SEC Documents, will have been prepared in all material respects in accordance with United States generally accepted accounting principles GAAP (except, in the case of unaudited quarterly statements, for the lack of normal year-end adjustments and the absence of footnotes and 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 subject thereto (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Acquiror 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 adjustmentsadjustments and the absence of footnotes). Except as disclosed in the Acquiror SEC Documents, as required by GAAP or as required by any Governmental Entity, Acquiror has not, since December 31, 1998, made any change in accounting practices or policies applied in the preparation of financial statements.

SEC Documents. The Company FAL has made (and, with respect to -------------------------- such documents filed all reportsafter the date hereof through the Closing Date, scheduleswill make) available to SUG a true and complete copy of each report, formsschedule, statements registration statement (other than on Form S-8), and other documents required to be definitive proxy statement filed by the Company FAL with the SEC since January 1September 30, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of 1998 through the of Closing Date in substan- tially the Securities and Exchange Act of 1934, as amended form filed with the SEC (the “Exchange Act”) (collectively, the “"FAL SEC Documents”"). As of its their respective filing datedates, each the FAL SEC Document Documents, including without limitation any financial statements or schedules included therein, complied (or will comply), in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder there- under applicable to such FAL SEC DocumentDocuments, and did not (or will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated ▇▇▇▇▇▇▇- dated financial statements and the unaudited quarterly interim financial statements (including, in each case, the notes thereto) state- ments of the Company FAL included in the FAL SEC Documents when filed complied as to form in all material respects with (collectively, the published rules and regulations of the SEC with respect thereto, have been "FAL Financial Statements") were (or will be) prepared in all material respects in accordance with United States generally accepted accounting principles GAAP (except, except as may be indicated therein or in the case of notes thereto and except with respect to unaudited quarterly statements, 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 theretoQ) and fairly present (or will fairly present) in all material respects the consolidated financial position of the Company FAL and its consolidated subsidiaries Subsidiaries, as of the respective dates thereof and or the consolidated results of their operations and cash flows for the respective periods then ended (ended, as the case may be, subject, in the case of unaudited quarterly interim financial statements, to normal year-end adjustments)normal, recurring adjustments which are not material in the aggregate.

SEC Documents. The Company (a) Since January 1, 2021 through the date hereof, the Buyer has timely filed with the SEC all reports, schedules, forms, statements statements, registrations, reports and other documents required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of it under the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC DocumentsReports”). As The SEC Reports, at the time filed (or if amended or superseded by a filing before the date of its respective filing datethis Agreement, each SEC Document then on the date of such amending or superseding filing): (i) complied as to form in all material respects with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentAct, as applicable, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. . (b) The audited consolidated financial statements of the Buyer and the unaudited quarterly financial statements its Subsidiaries (including, in each case, the notes theretoany related notes) of the Company included contained (or incorporated by reference) in the SEC Documents when Reports filed by the Buyer with the SEC within the past two years (i) were prepared from, and in accordance with, the books and records of the Buyer and its Subsidiaries, (ii) fairly present in all material respects the financial position of the Buyer and its consolidated Subsidiaries and the consolidated results of operations and cash flows of the Buyer and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to appropriate year-end audit adjustments), (iii) complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, have been and (iv) were prepared in all material respects in accordance with United States generally accepted accounting principles GAAP (except, in the case of unaudited quarterly consolidated financial statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretoto such financial statements or as permitted by Regulation S-X promulgated by the SEC). (c) and fairly present Since June 30, 2023, no Changes have occurred that, individually or in all material respects the consolidated financial position aggregate, have had or would reasonably be expected to have a Buyer Material Adverse Effect. (d) As of the Company and its consolidated subsidiaries as date of this Agreement: (i) to the Buyer’s Knowledge, none of the dates thereof and SEC Documents is the consolidated results subject of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statementsongoing SEC review and, to normal year-end adjustments)the Buyer’s Knowledge, there are no inquiries or investigations by the SEC, pending or threatened, of the Buyer or any of its Subsidiaries and (ii) the Buyer has not received any material written comments from the SEC staff regarding any of the SEC Reports that remain unresolved.

SEC Documents. (a) The Company has filed or furnished on a timely basis all required reports, schedules, forms, statements statements, and other documents required to be filed by the Company (including exhibits and all other information incorporated therein) with the SEC since January 1on or after April 30, 20142011 (such reports, pursuant schedules, forms, statements, and other documents being hereinafter referred to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”). As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentDocuments, and did not contain none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any SEC Document has been revised amended or superseded by a later filed SEC Document, none of the SEC Documents as of filing prior to the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadinghereof. As of the date of this Agreementhereof, there are no material outstanding or unresolved written comments received from the SEC with respect to the knowledge of the Company, none any of the SEC Documents is the subject of any ongoing review by the SEC. Documents. (b) The audited consolidated financial statements (including any related notes and the unaudited quarterly financial statements (including, in each case, the notes theretoschedules) of the Company included in the SEC Documents when filed complied (the “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 all material respects in accordance with United States 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 or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may otherwise 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 periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) The Company maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that material information required to be disclosed by the Company in the SEC Documents is recorded and reported on a timely basis to the individuals responsible for the preparation of the SEC Documents. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since April 30, 2011, the Company has disclosed to the Company’s auditors and the Audit Committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that were Known to the Company and (B) any fraud or allegation of fraud Known to the Company that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) Since April 30, 2011, (i) to the Knowledge of the Company, none of the Company or any of its Subsidiaries or any of their directors or executive officers has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Board of Directors of the Company, any committee thereof or to any executive officer of the Company evidence of a material violation of securities laws, a breach of fiduciary duty or a similar material violation by the Company or any of its Subsidiaries or any of their officers, directors or employees.

SEC Documents. The Seller hereby makes reference to the documents filed with the United States Securities and Exchange Commission (the “SEC”), as posted on the SEC’s website, ▇▇▇.▇▇▇.▇▇▇: (collectively, the “SEC Documents”) under the Company’s name. The SEC Documents constitute all of the documents and reports that the Company has filed all reports, schedules, forms, statements and other documents was required to be filed by the Company file with the SEC since January 1, 2014, pursuant to Sections 13(athe Securities Act of 1933, as amended (“Securities Act”), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively), the “SEC Documents”). As of its respective filing date, each SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of All the Company Existing Financial Statements included in the SEC Documents when Company’s annual and quarterly reports filed complied as to form in all material respects with the published rules and regulations of SEC (all such statements being referred to collectively as the SEC “Company Existing Financial Statements”), together with respect the notes thereto, have been prepared in all material respects in accordance with United States U.S. generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a basis consistent basis during throughout all periods presented. These Company Existing Financial Statements present fairly 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 indicated. The books of account and other financial records of the Company have been maintained in accordance with good business practices. (subjectb) Since the date of the latest Company Existing Financial Statements (the “Most Recent Date”), there has been no material adverse change in the case condition, financial or otherwise, net worth, prospects or results of unaudited quarterly statementsoperations of the Company. Without limiting the foregoing, since the Most Recent Date: (i) the Company has not sold, leased, transferred or assigned any of its assets, tangible or intangible, other than in the ordinary course of business; (ii) the Company has not entered into any agreement, Contract, commitment, lease or license (or series of related agreements, Contracts, commitments, leases and licenses); (iii) no party (including the Company) has accelerated, terminated, modified or canceled any agreement, Contract, lease or license (or series of related agreements, Contracts, leases and licenses) to normal year-end adjustmentswhich the Company is a party or by which the Company or its assets are bound; (iv) the Company has not made any capital expenditure (or series of related capital expenditures) of whatever nature; (v) the Company has not made any capital investments in, any loans to, or any acquisitions of the securities or assets of any other person (or a series of related capital investments, loans and acquisitions); (vi) declared or paid any dividends or made any other distribution to its stockholders whether or not upon or in respect of any shares of its capital stock; (vii) redeemed or otherwise acquired any shares of its capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto; (viii) except as disclosed on Schedule C, the Company has not issued any notes, bonds or other debt securities, or created, incurred, assumed or guaranteed any liabilities, obligations or indebtedness for borrowed money or capitalized lease obligation; (ix) the Company has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) or material indebtedness; (x) except as disclosed on Schedule C, the Company has not made any loans to, or entered into any other transactions with, any of its directors, officers, or employees; and (xi) the Company has not committed to do any of the foregoing.

SEC Documents. The Company has filed all required reports, schedules, ------------- forms, statements and other documents with the SEC since December 31, 1996. All reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since January 1December 31, 2014, pursuant to Sections 13(a), 14(a1997 (the "SEC Documents") and 15(d) of complied in all material respects ------------- with the requirements of the Securities and Exchange Act of 19341933, as amended (the “"Securities ---------- Act"), or the Exchange Act”) (collectively, as the “SEC Documents”). As of its respective filing datecase may be, each SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of --- the SEC promulgated thereunder applicable to such SEC DocumentDocuments, and did not contain and, at the time of filing, none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied (the "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 all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (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 its statements of their operations operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal and recurring year-end adjustmentsaudit adjustments which were and are not expected to be material). Except as and to the extent set forth on the balance sheet of the Company on April 30, 1998, including the notes thereto, or the Company Disclosure Schedule, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1998 which could not reasonably be expected to have a Material Adverse Effect. The Company has heretofore delivered to Parent complete and correct copies of all of the SEC Documents and all amendments and modifications thereto, as well as, to the extent any shall exist, all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Documents. The Company has filed with the Securities and Exchange Commission (the “Commission”) all forms, reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC it since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of its initial public offering under the Securities and Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”) or the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”) (such documents, as supplemented and amended since the time of filing, collectively, the “Company SEC Documents”). As of its respective filing date, each SEC Document complied in all material respects The Company has timely filed with the requirements Commission all Company SEC Documents within the five-year period preceding the date hereof. To the best of the Exchange Act Company’s knowledge, the Company SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the rules and regulations dates of the SEC promulgated thereunder applicable to such SEC Documentmailing, and respectively) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of any prospectus, in light of the circumstances under which they were made), not misleading. Except to , and (b) complied in all material respects with the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none applicable requirements of the SEC Documents Exchange Act and the Securities Act, as of the date hereof 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 case may be. To the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the best knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents when at the time filed (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 applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subjectended. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, in report or other document with the case of unaudited quarterly statementsCommission, to normal year-end adjustments)the Nasdaq Stock Market, Inc., any stock exchange or any other comparable governmental authority.

SEC Documents. The Since March 16, 1995, the Company has filed with the Securities and Exchange Commission (the "SEC") all reports, schedulesstatements, forms, statements schedules and other documents (collectively, the "SEC DOCUMENTS") required to be filed by the Company with the SEC since January 1, 2014, it pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities Act and the Securities Exchange Act of 1934▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). Since October 1, as amended (the “Exchange Act”) (collectively1996, the “all SEC Documents”)Documents required to be filed were timely filed. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentthereunder, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed (the "FINANCIAL STATEMENTS") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles . Except (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SECi) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretoto the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10- QSB under the Exchange Act, the Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles consistently applied and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end adjustmentsadjustments and footnotes). Except as set forth in the Financial Statements filed with the SEC prior to the date hereof or the Memorandum, the Company does not have any liabilities, whether absolute, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not material to the financial condition or operating results of the Company.

SEC Documents. The Company has filed all required reports, schedules, ------------- forms, statements and other documents required to be filed by the Company with the Securities and Exchange Commission (the "SEC") on and after November 9, 1999 (including the registration statement filed in connection with the Company's initial public offering, the "SEC since January 1Documents"). As of their respective dates, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the SEC Documents complied in all material respects with requirements of the Securities and Act or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”) (collectively"), as the “SEC Documents”). As of its respective filing date, each SEC Document complied in all material respects with the requirements of the Exchange Act case may be and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentDocuments, and did not contain none of the SEC Documents, except to the extent that information contained in any SEC Document has been revised or superseded by a later Filed SEC Document (as defined below), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when Company's prospectus dated November 9, 1999 and the forms 10-Q filed complied as to form February 14, 2000 and May 15, 2000 comply 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 United States U.S. generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC"GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or as described in writing to the Purchasers prior to the date hereof) 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 operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (subject, in the case of the unaudited quarterly statements, to normal year-year end audit adjustments). Except as set forth in the Filed SEC Documents (as defined below), neither the Company nor any of its subsidiaries has any material 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 that was not so disclosed other than any liabilities or obligations which could not reasonably be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole.

SEC Documents. The Company During the three-year period preceding the Agreement Date: (a) Seller has filed with the SEC all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it under the Company with Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the "SEC Documents"); (b) as of their respective dates, the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”). As of its respective filing date, each SEC Document Documents complied in all material respects with the requirements of the Exchange Act Securities Act, and the rules and regulations Exchange Act, and, except to the extent superceded by a later filed SEC Document, none of the SEC promulgated thereunder applicable to such SEC Document, and did not contain Documents contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in 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 later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied comply as to form form, as of their respective dates of filing, 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 United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (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 as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended; and (c) Except as disclosed in Seller's Report on Form 10-K for the period ended (subjectDecember 31, 1997, Seller knows of no material information adverse to the Business that would be required to be set forth in management's discussion and analysis for a Report on Form 10-K if the case of unaudited quarterly statements, Exchange Act required Seller to normal yearfile such a report for the one-end adjustments)year period ending on the Agreement Date.

SEC Documents. The Company Buyer has timely filed with the SEC all forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed by the Company with the SEC it since January 1December 31, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of 2006 under the Securities and Act, or the Exchange Act of 1934(such documents, as supplemented and amended (since the “Exchange Act”) (time of filing, collectively, the “Buyer SEC Documents”). As No subsidiary of its respective filing dateBuyer is required to file any form, each report, registration statement, prospectus or other document with the SEC. To the knowledge of Buyer, the Buyer SEC Documents, including any financial statements or schedules included in the Buyer SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively and, in the case of any Buyer SEC Document complied in all material respects with amended or superseded by a filing prior to the requirements date of this Agreement, then on the Exchange Act and the rules and regulations date of the SEC promulgated thereunder applicable to such SEC Document, and amending or superseding filing): (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. Except to The financial statements of Buyer (including the extent that information contained related notes) included in the Buyer SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Buyer SEC Document has been revised amended or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits filing prior to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to then on the knowledge date of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes theretosuch amending or superseding filing) of the Company included in the SEC Documents when filed complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Form 10-QSB of the SEC), and fairly present (subject, in the case of unaudited statements, to normal, recurring audit adjustments not material in amount and giving effect to amendments of Buyer SEC Documents) in all material respects the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments)ended.

SEC Documents. (a) The Company has filed or furnished on a timely basis all required reports, schedules, forms, statements statements, and other documents required to be filed by the Company (including exhibits and all other information incorporated therein) with the SEC since January 1on or after April 30, 20142011 (such reports, pursuant schedules, forms, statements, and other documents being hereinafter referred to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “SEC Documents”). As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentDocuments, and did not contain none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any SEC Document has been revised amended or superseded by a later filed SEC Document, none of the SEC Documents as of filing prior to the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadinghereof. As of the date of this Agreementhereof, there are no material outstanding or unresolved written comments received from the SEC with respect to the knowledge of the Company, none any of the SEC Documents is the subject of any ongoing review by the SEC. Documents. (b) The audited consolidated financial statements (including any related notes and the unaudited quarterly financial statements (including, in each case, the notes theretoschedules) of the Company included in the SEC Documents when filed complied (the “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 all material respects in accordance with United States 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 or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may otherwise 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 periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). (c) The Company maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that material information required to be disclosed by the Company in the SEC Documents is recorded and reported on a timely basis to the individuals responsible for the preparation of the SEC Documents. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since April 30, 2011, the Company has disclosed to the Company’s auditors and the Audit Committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that were Known to the Company and (B) any fraud or allegation of fraud Known to the Company that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) Since April 30, 2011, (i) to the Knowledge of the Company, none of the Company or any of its Subsidiaries or any of their directors or executive officers has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Board of Directors of the Company, any committee thereof or to any executive officer of the Company evidence of a material violation of securities laws, a breach of fiduciary duty or a similar material violation by the Company or any of its Subsidiaries or any of their officers, directors or employees.

SEC Documents. The Company Purchaser has filed all reports, schedules, forms, statements and other documents reports required to be filed by the Company with the SEC since January 1, 2014, Purchaser pursuant to Sections the Exchange Act, including pursuant to Section 13(a), 14(a) and or 15(d) of the of the Securities and Exchange Act of 1934thereof, as amended (the “Exchange Act”) (collectively, the “"SEC Documents”)") on a timely basis or received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension of time. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentpursuant thereto, and did not contain none of the SEC Documents, when filed, contained any untrue statement of a material fact or omit omitted to state specify a material fact required to be stated specified therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, information therein not misleading. Except All material agreements to which the Purchaser is a party or to which the property or assets of the Purchaser are subject have been filed as exhibits to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC DocumentDocuments, none as required. The financial statements of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Purchaser included in the SEC Documents when filed complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis GAAP during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto) , and fairly present present, in all material respects respects, the consolidated financial position situation of the Company and its consolidated subsidiaries Purchaser as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Since the date of the financial statements included in the Purchaser's last filed Quarterly Report on Form 10-QSB there has been no event, occurrence or development that has had, or would reasonable be expected to have, a material adverse effect on the Purchaser or its business that has not been specifically disclosed to the Seller by the Purchaser.

SEC Documents. The Company Vulcan has filed all required reports, schedules, forms, registration statements and other documents required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended 2005 (the “Exchange Act”) (collectively, the “Vulcan SEC Documents”). As of its their respective dates of filing datewith the SEC (or, each if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Vulcan SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Vulcan SEC DocumentDocuments, and did not contain none of the Vulcan SEC Documents when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Vulcan included in the Vulcan SEC Documents when filed complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles thereto (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) ), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of the Company Vulcan and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods then ended (subjectshown. As of the date hereof, in there are no outstanding written comments from the case SEC with respect to any of unaudited quarterly statements, to normal year-end adjustments)the Vulcan SEC Documents.

SEC Documents. The Company has filed with the SEC all reports, schedulesstatements, forms, statements schedules and other documents (collectively, the "SEC Documents") required to be filed by the Company with the SEC since January 1, 2014, it pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities Act and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively. Since June 30, the “2004, all SEC Documents”)Documents required to be filed were timely filed. As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentthereunder, and did not contain none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared . Except (i) as may be indicated in all material respects in accordance with United States generally accepted accounting principles the notes to the Financial Statements or (except, ii) in the case of the unaudited quarterly interim statements, as permitted by Form 10-Q of QSB under the SEC or other rules and regulations of Exchange Act, the SEC) Financial Statements have been prepared in accordance with generally accepted accounting principles consistently 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 and consolidating financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end adjustmentsadjustments and footnotes). Except as set forth in the Financial Statements filed with the SEC prior to the date hereof, neither the Company nor any of its subsidiaries has any liabilities, whether absolute, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not material to the financial condition or operating results of the Company or any of its subsidiaries and (iii) liabilities and obligations incurred in connection with the Closing Documents and the transactions contemplated thereby.

SEC Documents. The Company Allied has timely filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents required are hereinafter referred to be filed by as the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “"SEC Documents”"). As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentDocuments, and did not contain none of the SEC Documents as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Allied included in the SEC Documents when filed complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present present, in all material respects respects, the consolidated financial position of the Company Allied 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 interim financial statements, to normal year-end audit adjustments)) in accordance with GAAP. The parties agree that the representations set forth in the previous sentence shall not be interpreted to apply to the actuarial reserves and other actuarial amounts held in respect of Liabilities with respect to insurance contracts of the Allied Insurers, as to which the only representations or warranties made in this Agreement are set forth in Section 4.8.

SEC Documents. (i) The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since January 1, 2014, is registered pursuant to Sections 13(a), 14(a) and 15(d) Section 12 of the of Exchange Act and it is current with its reporting obligations under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) ). None of the Company’s filings made pursuant to the Exchange Act (collectively, the “Company SEC Documents”). As of its respective filing date, each SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document, and did not contain ) contains any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to The Company SEC Documents, as of their respective dates, complied in all material respects with the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none requirements of the Exchange Act, and the rules and regulations of the Commission thereunder, and are available on the Commission’s ▇▇▇▇▇ system. (ii) The Company SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of include the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The ’s audited consolidated financial statements for the fiscal years ended December 31, 2006 and 2005 (collectively, the “Audited Financial Statements”) and unaudited quarterly financial statements for the nine months ended September 30, 2007 and 2006 (collectively, the “Interim Financial Statements,” and, together with the Audited Financial Statements, the “Financial Statements”), including, in each case, a balance sheet and the notes thereto) related statements of income, stockholders’ equity and cash flows for the period then ended, together with the related notes. The Audited Financial Statements have been certified by ▇▇▇ ▇▇▇▇▇▇▇, CPA (“▇▇▇ ▇▇▇▇▇▇▇”), and the Interim Financial Statements have been reviewed by Jaspers+Hall, PC (“Jaspers”). The Financial Statements are in accordance with all books, records and accounts of the Company included in the SEC Documents when filed complied as to form in all material respects with the published rules Company, are true, correct and regulations of the SEC with respect thereto, complete and have been prepared in all material respects in accordance with United States generally accepted accounting principles (exceptGAAP, in consistently applied. Jaspers is independent as to the case of unaudited quarterly statements, as permitted by Form 10-Q Company under the rules of the SEC or other rules Commission pursuant to the Securities Act and regulations of is registered with the SEC) applied on a consistent basis during PCAOB. The Financial Statements present fairly 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 at the respective balance sheet dates, and its consolidated subsidiaries as fairly present the results of the dates thereof and the consolidated results of their operations Company’s operations, changes in stockholders’ equity and cash flows for the periods then ended covered. (subjectiii) At the close of business on September 30, 2007, the Company did not have any material liabilities, absolute or contingent, of the type required to be reflected on balance sheets prepared in accordance with GAAP which are not fully reflected, reserved against or disclosed on the September 30, 2007 balance sheet. The Company has not guaranteed or assumed or incurred any obligation with respect to any debt or obligations of any Person, except endorsements made in the case ordinary course of unaudited quarterly statementsbusiness in connection with the deposit of items for collection. The Company does not have any debts, contracts, guaranty, standby, indemnity or hold harmless commitments, liabilities or obligations of any kind, character or description, whether accrued, absolute, contingent or otherwise, or due or to normal year-end adjustments)become due except to the extent set forth or noted in the Financial Statements, and not heretofore paid or discharged. .

SEC Documents. The Except as set forth in Part 2.1(i) of the Disclosure Letter, the Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by the Company with the SEC since January 1, 2014, pursuant to Sections 13(a), 14(a) and 15(d) of the of it under the Securities and Exchange Act of 1934, as amended (the “"Exchange Act”"), including, pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (collectivelythe foregoing materials being collectively referred to herein as the "SEC Documents"), on a timely basis, or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. Except as set forth in Part 2.1(i) of the Disclosure Letter, as of their respective dates, the “SEC Documents”). As of its respective filing date, each SEC Document Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SECthereunder. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the SEC Documents when filed complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (involved, except as may be otherwise indicated in such financial statements or the notes thereto) , and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Since the date of the financial statements included in the Company's last filed Quarterly Report on Form 10-Q for the quarter ended May 28, 2000, except as has been specifically disclosed in writing to the Purchasers by the Company or in the Merger Agreement or the Disclosure Letters referenced herein or therein, (i) there has been no event, occurrence or development that has had a Material Adverse Effect (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (x) liabilities incurred in the ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the Company's financial statements pursuant to United States generally accepted accounting principles ("GAAP") or otherwise required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting or the identity of its auditors and (iv) the Company has not declared or made any payment or distribution of cash or other property to its stockholders or officers or directors (other than in compliance with existing Company stock option and stock purchase plans) with respect to its capital stock, or purchased or redeemed (or made any agreements to purchase or redeem) or split, combined, subdivided or reclassified any shares of its capital stock.

SEC Documents. The Company Financial StatementsIn the two (2) years preceding the date hereof, B▇▇▇▇ has filed all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by Buyer with or to the Company with the SEC since January 1SEC, 2014, including pursuant to Sections Section 13(a), 14(a) and or 15(d) of the of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) , together with any amendments, restatements or supplements thereto (collectively, collectively referred to herein as the “SEC Documents”). As of its their respective filing datedates, each the SEC Document Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act, and the rules and regulations promulgated thereunder. None of the SEC promulgated thereunder applicable to such SEC DocumentDocuments, and did not contain when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none Each of the SEC Documents as of the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements of Buyer (including, in each case, the any notes thereto) of the Company included in the SEC Documents when filed complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect at the time of filing. Such consolidated financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis US GAAP during the periods involved (except as may be indicated otherwise specified in such financial statements or the notes thereto) , or, in the case of unaudited financial statements may not contain all footnotes required by US GAAP), and fairly present in all material respects the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of and for the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (ended, subject, in the case of unaudited quarterly statements, to normal normal, immaterial, year-end audit adjustments). Except as set forth in Section 3.2.6 of the Buyer Disclosure Schedule, B▇▇▇▇ has received no notices or correspondence from the SEC for the two (2) years preceding the date hereof.