Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) The Company has filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company IHK has filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section 13since March 31, 14(a1995 (collectively, the "IHK SEC Reports"). The IHK SEC Reports (i) and 15(d) were prepared in accordance with the requirements of the Exchange Securities Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, andas the case may be, as of and (ii) did not at the time they were filed, none of the filed SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding No IHK Subsidiary is required to file any form, report or unresolved comments from other document with the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The Each of the consolidated financial statements of the Company included (including, in each case, any notes thereto) contained in the IHK SEC Reports (collectively, the “"IHK Financial Statements”"), (i) comply in all material respects with applicable accounting requirements was prepared from the books of account and other financial records of IHK and the rules and regulations of the SEC with respect thereto as in effect at the time of filing consolidated IHK Subsidiaries, (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) U.S. GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) presented fairly, in all material respects, the consolidated financial position of IHK and the consolidated IHK Subsidiaries as at the respective dates thereof and the results of their operations and their cash flows for the respective periods indicated therein specified (unless except as otherwise noted therein). Except as set forth therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not and are not expected, individually or in the aggregate, to have an IHK Material Adverse Effect and the omission of footnotes). (c) The books of account and other financial records of IHK and the IHK Subsidiaries from which the IHK Financial Statements were prepared: (i) reflect all items of income and expense and all assets and liabilities required to be reflected therein in accordance with U.S. GAAP applied on a basis consistent with the past practices of IHK, (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in accordance with good business and accounting practices. (d) Except for liabilities and obligations reflected on the March 31, 1997 consolidated balance sheet of IHK (including the notes thereto), liabilities and obligations disclosed in the IHK SEC Reports filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those Agreement and other liabilities and obligations incurred in the ordinary course of business, business consistent with past practices practice since the date March 31, 1997, neither IHK nor any IHK Subsidiary has any liabilities or obligations of such financial statements any nature (whether accrued, absolute, contingent or (iiotherwise) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, are or are reasonably likely to be material to IHK and the IHK Subsidiaries taken as a whole. (e) IHK has heretofore furnished to the Company complete and correct copies of (i) all agreements, documents and other instruments not yet filed by IHK with the SEC but that are currently in effect and that IHK expects to file with the SEC after the date of this Agreement and (ii) all amendments and modifications that have had or would reasonably be expected not been filed by IHK with the SEC to all agreements, documents and other instruments that previously have a Material Adverse Effectbeen filed by IHK with the SEC and are currently in effect.

SEC Filings; Financial Statements. (a) The Company has filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section 13since October 1, 14(a1995 (collectively, the "Company SEC Reports"). The Company SEC Reports (i) and 15(d) were prepared in accordance with the requirements of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (orSecurities Act, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, andas the case may be, as of and (ii) did not at the time they were filed, none of the filed SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding No Company Subsidiary is required to file any form, report or unresolved comments from other document with the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (the "Company Financial Statements"), (i) was prepared from the books of account and other financial records of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing consolidated Company Subsidiaries, (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States generally accepted accounting principles (“"U.S. GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) presented fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and the results of their operations and their cash flows for the respective periods indicated therein specified (unless except as otherwise noted therein). Except as set forth therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect and the omission of footnotes). (c) The books of account and other financial records of the Company and the Company Subsidiaries from which the Company Financial Statements were prepared: (i) reflect all items of income and expense and all assets and liabilities required to be reflected therein in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Company, (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in accordance with good business and accounting practices. (d) Except for liabilities and obligations reflected on the September 29, 1996 consolidated balance sheet of the Company (including the notes thereto), liabilities and obligations disclosed in the Company SEC Reports filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those Agreement and other liabilities and obligations incurred in the ordinary course of business, business consistent with past practices practice since September 29, 1996, neither the date Company nor any Company Subsidiary has any liabilities or obligations of such financial statements any nature (whether accrued, absolute, contingent or (iiotherwise) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, are or are reasonably likely to be material to the Company and the Company Subsidiaries taken as a whole. (e) The Company has heretofore furnished to IHK complete and correct copies of (i) all agreements, documents and other instruments not yet filed by the Company with the SEC but that are currently in effect and that the Company expects to file with the SEC after the date of this Agreement and (ii) all amendments and modifications that have had or would reasonably be expected not been filed by the Company with the SEC to all agreements, documents and other instruments that previously have a Material Adverse Effectbeen filed by the Company with the SEC and are currently in effect.

SEC Filings; Financial Statements. (a) The Company Except as disclosed in Section 3.07 of the IVAX Disclosure Schedule, IVAX has timely filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section 13and the AMEX since January 1, 14(a) and 15(d) of the Exchange Act for the one year preceding 1994 through the date of this Agreement (collectively and is as amended, the "IVAX Reports"). Each IVAX Report (i) was prepared in compliance accordance with General Instruction I.A.3 the requirements of Form S-3. As of the Securities Act, the Exchange Act or AMEX, as the case may be, and (ii) did not at the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect No IVAX Subsidiary is subject to the SEC Reports. To the Company’s knowledge, none periodic reporting requirements of the SEC Reports are Exchange Act or required to file any form, report or other document with the subject of an ongoing SEC reviewSEC, AMEX, any other stock exchange or any other comparable Governmental Entity. (b) The financial statements Each of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of statements (including, in each case, any notes thereto) contained in the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all IVAX Reports was prepared in accordance with United States generally accepted accounting principles (“"U.S. GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments") applied on a consistent basis throughout the periods therein specified indicated (unless except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of IVAX and the consolidated IVAX Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted thereintherein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not and are not expected, individually or in the aggregate, to have an IVAX Material Adverse Effect). . (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of IVAX and its Subsidiaries as reported in the Financial Statements filed prior to IVAX Reports, including the date notes thereto, none of this AgreementIVAX or any IVAX Subsidiary has any liabilities or obligations of any nature (whether accrued, the Company has not incurred any liabilitiesabsolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except (i) those for liabilities or obligations incurred in the ordinary course of businessbusiness since January 1, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which1996 that would not, individually or in the aggregate, have had or would reasonably be expected to have a an IVAX Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act or the Securities Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3hereof (the “SEC Reports”). As of the time it was filed with with, or furnished to, the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange ActAct (as the case may be), and the rules and regulations promulgated thereunder, and, as of the time they were filedfiled or furnished, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none None of the SEC Reports are is the subject of an ongoing SEC review. (b) The financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods therein specified (unless otherwise noted therein)specified. Except as set forth in the Financial Statements filed prior to the date of this Agreementhereof, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, statements, certifications, reports and documents (including all exhibits) required to be filed by it with the United States Securities and Exchange Commission (the “SEC”) since May 19, 2006 (the “Company SEC under Section 13Reports”). The Company SEC Reports, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (oreach as amended, if amended or superseded by a filing prior to the date of this Agreementapplicable, then on the date of such filing), each of the filed SEC Reports (i) complied in all material respects with with, the applicable requirements of the Securities Act or the Exchange Act, andas the case may be, each as in effect as of the date of filing of such Company SEC Reports, and (ii) as of their respective dates (or, if amended, as of the time they were filed, none date of the filed SEC Reports contained such amendment) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. There None of the Company Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC or the NYSE. To the knowledge of the Company, there are no outstanding or material unresolved comments received from the SEC staff with respect to the Company SEC ReportsReports on or prior to the date hereof. To the knowledge of the Company’s knowledge, none of the Company SEC Reports are filed on or prior to the date hereof is subject of an to ongoing SEC reviewreview or investigation. (b) The Each of the consolidated financial statements of (including, in each case, any notes thereto) contained in the Company included in SEC Reports, each as amended prior to the SEC Reports (collectivelydate of this Agreement, the “Financial Statements”) comply was prepared, in all material respects respects, in accordance with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present complied, in all material respects respects, with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented, in all material respects, the consolidated financial position of the Company as of the dates indicatedposition, and the results of its operations and cash flows of the Company and its consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods indicated therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted thereintherein (subject, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments). (c) As used herein, the term “Company SAP Statements” means the statutory statements of each of the Company Insurance Subsidiaries as filed with the applicable insurance regulatory authorities in their respective jurisdictions of domicile, and any state where it is licensed or from which it has received a Permit, for the year ended December 31, 2007, the quarterly period ended March 31, 2008 and any subsequent quarterly period ended prior to the Closing. Each Company Insurance Subsidiary has filed or submitted all Company SAP Statements required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled, and any state where it is licensed or from which it has received a Permit, on forms prescribed or permitted by such authority, except for such failures to file that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company SAP Statements were prepared in all material respects in conformity with SAP consistently applied on a consistent basis throughout for the periods therein specified covered thereby (unless otherwise noted therein). Except except as set forth may be indicated in the Financial notes thereto), and the Company SAP Statements fairly presented, in all material respects, the statutory financial position of such Company Insurance Subsidiaries as of the respective dates thereof and the results of operations of such Company Insurance Subsidiaries for the respective periods then ended. No material weakness has been asserted with respect to any Company SAP Statements filed prior to the date of this AgreementAgreement by the applicable Company Insurance Subsidiary’s domiciliary state regulator or the insurance regulator of a state where it is licensed or from which it has received a Permit, the Company which has not incurred any liabilitiesbeen cured, contingent waived or otherwise, except (i) those incurred in otherwise resolved to the ordinary course of business, consistent with past practices since the date satisfaction of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichstate regulator except for those weaknesses that would not, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Since January 1, 2020, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, statementsreports, certifications, reports statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by the Company with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3Documents”). As of their respective effective dates (in the time it was case of the Company SEC Documents that are registration statements filed with pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (orin the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, andhereof, as of the time they were filed, none date of the filed last such amendment, the Company SEC Reports contained Documents (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or unresolved comments from the SEC staff with respect to Securities Act, as the SEC Reports. To case may be, the Company’s knowledge, none ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of the SEC Reports are promulgated thereunder. All of the subject of an ongoing SEC review. (b) The audited financial statements and unaudited interim financial statements of the Company included in or incorporated by reference into the Company SEC Reports Documents, including the related notes and schedules (collectively, the “Company Financial Statements”), (A) have been prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments), (B) comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing and (or to the extent corrected by a subsequent restatementC) and fairly present in all material respects the consolidated financial position and the results of operations, cash flows and changes in stockholders’ equity of the Company as of the dates indicated, and the results of its operations and cash flows for the periods referred to therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted thereinmay be indicated in the notes thereto or, and in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to for normal and recurring year-end adjustments). Since January 1, 2021, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. (b) applied No member of the Company Group is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any member of the Company Group in the Company’s published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 3.7(a), (i) Ernst & Young LLP has not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a consistent basis throughout matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) since January 1, 2020, neither the periods therein specified Company Group nor, to the knowledge of the Company, any Company Representative has formally received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company Group or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that a member of Company Group has engaged in questionable accounting or auditing practices, (unless otherwise noted therein). Except as set forth iii) no executive officer of the Company has failed in any respect to make, without qualification, the Financial Statements certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any form, report or schedule filed prior by the Company with the SEC since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (iv) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) As of the date of this Agreement, there are no unresolved comments (as such term is used under Item 1B of Form 10-K) received from the SEC staff relating to the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in SEC Documents. To the ordinary course knowledge of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either caseCompany, none of whichthe Company SEC Documents is subject to ongoing SEC review or investigation. The Company has made available, individually or in to the aggregateextent not available on ▇▇▇▇▇, have had or would reasonably be expected to have a Material Adverse EffectParent true, correct and complete copies of all written correspondence between the SEC, on the one hand, and the Company Group, on the other hand, occurring since January 1, 2020.

SEC Filings; Financial Statements. (a) The Parent has made available to the Company has filed all forms, registration statements, certificationsproxy statements and other statements, reports reports, schedules, forms and other documents filed by Parent with the SEC since the date of Parent's incorporation (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed by it Parent with the SEC under Section 13since December 31, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-31998 have been so filed. As of the time it was filed with the SEC their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing), ): (i) each of the filed Parent SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and, Act (as of the time they were filed, case may be); and (ii) none of the filed Parent SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of the Company included (including any related notes) contained in the Parent SEC Reports Documents (collectively, the “"Parent Financial Statements”"): (i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain have contained footnotes and are were subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior adjustments which were not, or are not reasonably expected to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichbe, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectmaterial in amount), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent as of September 30, 2000 set forth in Parent's Quarterly Report on Form 10-Q filed with the SEC and the "Parent Balance Sheet Date" means September 30, 2000.

SEC Filings; Financial Statements. (a) The Company has filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section 13since its initial public offering on November 6, 14(a) and 15(d) of 1997 (collectively, the Exchange Act for the one year preceding the date of this Agreement and is "Company SEC Reports"). Except as disclosed in compliance with General Instruction I.A.3 of Form S-3. As of the time it was any amendment to any Company SEC Report filed with the SEC (orSEC, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each as of the filed respective dates on which they were filed, (i) the Company SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), and the Exchange Act, andas the case may be, as of the time they were filed, and (ii) none of the filed Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements Except as disclosed in any amendment to any Company SEC Report filed with the SEC, each of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of statements (including, in each case, any notes thereto) contained in the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all SEC Reports was prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (“"GAAP”") (except as otherwise noted thereinmay be indicated in the notes thereto or, and in the case of unaudited financial statements, as permitted by Form 10-Q and Regulation S-X of the SEC), and each presented fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that as otherwise noted therein (subject, in the case of unaudited financial statements may not contain footnotes and are subject statements, to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichadjustments that would not, individually or in the aggregate, have had or would be reasonably be expected to have a Material Adverse Effect). The balance sheet of the Company contained in the Company SEC Report as of April 25, 1999 is hereinafter referred to as the "Company Balance Sheet". (c) The Company has heretofore furnished to Oak Hill a complete and correct copy of any amendment or modification, that has not yet been filed with the SEC, to agreements, documents or other instruments that previously had been filed by the Company with the SEC (except as may be required with respect to the transactions contemplated hereby), pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) The Since January 1, 2015, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, statementsreports, certifications, reports statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by the Company with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3Documents”). As of their respective effective dates (in the time it was case of the Company SEC Documents that are registration statements filed with pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (orin the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereof, as of this Agreement, then on the date of the last such filing)amendment, each of the filed Company SEC Reports Documents complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, andas the case may be, as of the time they were filed, none of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none applicable rules and regulations of the SEC Reports are thereunder. All of the subject of an ongoing SEC review. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Reports Documents, including the related notes and schedules (collectively, the “Company Financial Statements”), (A) comply have been prepared in all material respects accordance with applicable accounting requirements (i) the books and the rules and regulations records of the SEC with respect Company and (ii) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto as or, in the case of interim financial statements, for normal and recurring year-end adjustments the effect at of which would not be material, individually or in the time of filing aggregate), (or to the extent corrected by a subsequent restatementB) and fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company as of the dates indicated, and the results of its operations and cash flows for the periods referred to therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted thereinmay be indicated in the notes thereto or, and in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to for normal and recurring year-end adjustments) applied on a consistent basis throughout adjustments the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date effect of this Agreement, the Company has which would not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichmaterial, individually or in the aggregate), have had and (C) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing. (b) The Company is not a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or would reasonably be expected similar Contract (including any Contract or arrangement relating to have any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in its published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 3.7(a), (i) Ernst & Young LLP has not resigned or been dismissed as independent public accountants of the Company as a Material Adverse Effectresult of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) since January 1, 2015, none of the Company nor, to the knowledge of the Company, any director or officer of the Company, has formally received any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices, (iii) no executive officer of the Company has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (iv) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) The Company has Made Available copies of all comment letters received by the Company from the SEC since January 1, 2015 to the date hereof relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date hereof, there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC. To the knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of any ongoing review by the SEC.

SEC Filings; Financial Statements. (a) The Company Since January 1, 2013, Montage has filed or furnished on a timely basis all reports, schedules, forms, statements, certifications, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed Montage with the SEC (orthe “Montage SEC Documents”). As of their respective dates, if amended the Montage SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Montage SEC Documents and, except to the extent that information contained in such Montage SEC Document has been revised, amended, modified or superseded by a filing (prior to the date of this Agreement, then on the date of such filing), each of the ) by a later filed Montage SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filedDocument, none of the Montage SEC Documents when filed SEC Reports or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The consolidated financial statements (including any related notes and schedules) of the Company included Montage contained or incorporated by reference in the Montage SEC Reports Documents: (collectively, the “Financial Statements”i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods covered (except as otherwise noted thereinmay be indicated in the notes to such financial statements or as permitted by Regulation S-X, and or, in the case of unaudited financial statements, as permitted by Form 10-Q or any successor form under the Exchange Act); and (iii) fairly present, in all material respects, the consolidated financial position of Montage and its consolidated Subsidiaries as of the SECrespective dates thereof and the consolidated results of operations and cash flows of Montage and its consolidated Subsidiaries for the periods covered thereby (subject, and except that in the case of the unaudited financial statements may not contain footnotes and are subject statements, to normal and recurring year-end adjustments) applied on a consistent basis throughout adjustments that are not, individually or in the periods therein specified (unless otherwise noted thereinaggregate, material). Except Such consolidated financial statements have been prepared from, and are in accordance with, the books and records of Montage and its Subsidiaries. No financial statements of any Person are required by GAAP to be included in the consolidated financial statements of Montage. (c) Montage maintains, and at all times since January 1, 2014 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Montage and its consolidated Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of Montage; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that could have a material effect on the financial statements. Montage’s management has completed an assessment of the effectiveness of Montage’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2014, and, except as set forth in the Financial Statements Montage SEC Documents filed prior to the date of this Agreement, such assessment concluded that such controls were effective and Montage’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that Montage maintained effective internal control over financial reporting as of December 31, 2014. To the Company knowledge of Montage, except as set forth in the Montage SEC Documents filed prior to the date of this Agreement, since January 1, 2014, Montage’s independent registered accountant has not incurred identified or been made aware of: (1) any liabilitiessignificant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by Montage; (2) any illegal act or fraud, contingent whether or otherwisenot material, except that involves the management or other employees of Montage; or (3) any claim or allegation regarding any of the foregoing. (d) Montage maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in Montage’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to Montage’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of Montage and the principal financial officer of Montage to make the certifications required under the Exchange Act with respect to such reports. Montage is in compliance in all material respects with all the applicable rules and regulations of NASDAQ. (e) None of Montage or its consolidated Subsidiaries is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Montage in any of Montage’s published financial statements or other Montage SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to Montage SEC Documents. To the knowledge of Montage, none of the Montage SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of Montage. (g) Each document required to be filed by Montage with the SEC in connection with the transactions contemplated by this Agreement (the “Montage Disclosure Documents”), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. Montage Disclosure Documents, at the time of the filing of such Montage Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the time of the consummation of the transactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (i) those incurred The information with respect to Montage that Montage provides specifically for use in the ordinary course of businessJoint Proxy Statement/Prospectus shall not, consistent with past practices since on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders of such financial Montage or at the time of the Montage Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements or therein, in light of the circumstances under which they are made, not misleading. (ii) liabilities not required under GAAP Notwithstanding the foregoing clauses (a) through (g) in Section 4.4, Montage makes no representation with respect to be reflected statements made or incorporated by reference therein based on information supplied by or on behalf of Marigold for inclusion or incorporation by reference in Montage Disclosure Documents or the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse EffectJoint Proxy Statement/Prospectus.

SEC Filings; Financial Statements. (a) The Company has filed made available (and with respect to future filings, will make available) via E▇▇▇▇ to Parent accurate and complete copies of all forms, registration statements, certificationsproxy statements and other statements, reports reports, schedules, forms and other documents filed by the Company with the SEC since January 1, 1999, and all amendments thereto (the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to be have been filed by it the Company with the SEC under Section 13since January 1, 14(a) and 15(d) 1999 have been so filed on a timely basis. None of the Exchange Act for Company’s Subsidiaries is required to file any documents with the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the filed Company SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and, Act (as of the time they were filed, case may be); and (ii) none of the filed Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of (including any related notes) contained in the Company included in the SEC Reports Documents: (collectively, the “Financial Statements”i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichadjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods then ended. (c) Prior to the Offer Closing Date, the Company will have had in place the “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of the Company to engage in the review and evaluation process mandated by the Exchange Act. The Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or would reasonably be expected submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to have a Material Adverse Effectthe Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports.

SEC Filings; Financial Statements. (a) The Company has filed all reports, schedules, forms, statements, certifications, reports and other documents required to be filed by it with the SEC Company under the Securities Act of 1933, as amended (“Securities Act”), and the Securities Exchange Act of 1934, as amended (“Exchange Act”), including pursuant to Section 13, 14(a13(a) and or 15(d) of the Exchange Act thereof, for the one year two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of this Agreement such time of filing and is in compliance with General Instruction I.A.3 has filed any such SEC Reports prior to the expiration of Form S-3any such extension. As of their respective dates, the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, andas applicable, as of the time they were filed, and none of the filed SEC Reports Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC Commission with respect thereto as in effect at the time of filing filing. The Financial Statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”), except as may be otherwise specified in the Financial Statements or to the extent corrected notes thereto and except that unaudited Financial Statements may not contain all footnotes required by a subsequent restatement) GAAP, and fairly present in all material respects the consolidated financial position of the Company as of and for the dates indicated, thereof and the results of its operations and cash flows for the periods therein specifiedthen ended, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted thereinsubject, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SECto normal, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring immaterial, year-end audit adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Since January 1, 2015, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, statementsreports, certifications, reports statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents publicly filed by the Company with the SEC, including any publicly filed supplements, modifications or amendments thereto, collectively, the “Company SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3Documents”). As of their respective effective dates (in the time it was case of the Company SEC Documents that are registration statements filed with pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (orin the case of all other Company SEC Documents), or in each case, if amended or superseded by a filing prior to the date hereof, as of this Agreement, then on the date of the last such filing)amendment, each of the filed Company SEC Reports Documents (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, andas the case may be, as of the time they were filed▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, none of and the filed SEC Reports contained applicable rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they such statement were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none All of the SEC Reports are the subject of an ongoing SEC review. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Reports Documents, including the related notes and schedules (collectively, the “Company Financial Statements”), (A) comply have been prepared in all accordance with GAAP applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end audit adjustments which are not expected to be material respects with applicable accounting requirements and individually or in the rules and regulations of the SEC with respect thereto as in effect at the time of filing aggregate), (or to the extent corrected by a subsequent restatementB) and fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company as of the dates indicated, and the results of its operations and cash flows for the periods referred to therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted thereinmay be expressly indicated in the notes thereto or, and in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to for normal and recurring year-end adjustmentsaudit adjustments which are not expected to be material individually or in the aggregate) applied and (C) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing. (b) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in its respective published financial statements or any Company SEC Documents. (c) Without limiting the generality of Section 3.7(a), (i) KPMG LLP has not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a consistent basis throughout matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) since January 1, 2015, none of the periods therein specified Company or any Company Subsidiary or, to the knowledge of the Company, any director or officer of the Company or any Company Subsidiary, has formally received any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices, (unless otherwise noted therein)iii) no executive officer of the Company has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (iv) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) The Company has made available true, correct and complete copies of all comment letters received by the Company from the SEC staff since January 1, 2015 relating to the Company SEC Documents, together with all written responses of the Company thereto. Except as set forth in the Financial Statements filed prior to As of the date of this Agreement, there are no outstanding or unresolved comments in any such comment letters received by the Company has not incurred any liabilitiesfrom the SEC. To the knowledge of the Company, contingent or otherwise, except (i) those incurred in the ordinary course as of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either casethis Agreement, none of whichthe Company SEC Documents is the subject of any ongoing review by the SEC. None of the Company Subsidiaries has or is required to file or furnish any forms, individually reports, or in other documents with the aggregate, have had SEC or would reasonably be expected pursuant to have a Material Adverse Effectthe Exchange Act.

SEC Filings; Financial Statements. (a) The Company has filed all forms, statements, certifications, reports and documents required to be filed by it with the Securities and Exchange Commission ("SEC") since January 1, 1998 (collectively, the "Company SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3Reports"). As of the time it was respective dates they were filed with the SEC (or, and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing), each of (i) the filed Company SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933 (the "Securities Act") or the Securities and Exchange Act of 1934 (the "Exchange Act, and"), as of the time they were filedcase may be, and (ii) none of the filed Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding No Company Subsidiary is required to file any form, report or unresolved comments from other document with the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The financial statements Each of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of statements (including, in each case, any notes thereto) contained in the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all SEC Reports was prepared in accordance with United States generally accepted accounting principles (“"GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments") applied on a consistent basis throughout the periods therein specified indicated (unless except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X) and each presents fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted thereintherein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount). Except as set forth The balance sheet of the Company contained in the Financial Statements Company SEC Reports as of December 31, 2001 is hereinafter referred to as the "Company Balance Sheet." (c) The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed prior with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the date of this Agreement, Securities Act or the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse EffectExchange Act.

SEC Filings; Financial Statements. (a) The Company has filed made available to Parent all forms, registration statements, certificationsproxy statements and other statements, reports reports, schedules, forms and other documents filed by the Company with the SEC since the date of the Company's incorporation (the "Company SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed by it the Company with the SEC under Section 13since December 31, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-31998 have been so filed. As of the time it was filed with the SEC their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing), ): (i) each of the filed Company SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and, Act (as of the time they were filed, case may be); and (ii) none of the filed Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of (including any related notes) contained in the Company included in SEC Documents (the SEC Reports (collectively, the “"Company Financial Statements”"): (i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain have contained footnotes and are were subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior adjustments which were not, or are not reasonably expected to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichbe, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectmaterial in amount), and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Company Balance Sheet" means that consolidated balance sheet of the Company and its consolidated subsidiaries as of September 30, 2000 set forth in the Company's Quarterly Report on Form 10-Q filed with the SEC and the "Company Balance Sheet Date" means September 30, 2000.

SEC Filings; Financial Statements. (a) The Company Buyer has filed and made available to Seller all forms, statements, certifications, reports and documents required to be filed by it Buyer with the SEC under Section 13since January 1, 14(a1996 other than registration statements on Form S-8 (collectively, the "Buyer SEC Reports"). The Buyer SEC Reports (i) and 15(d) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act for Act, as the one year preceding the date of this Agreement case may be, and is in compliance with General Instruction I.A.3 of Form S-3. As of (ii) did not at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Buyer SEC Reports or necessary in order to make the statements thereinin such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. There are no outstanding None of Buyer' Subsidiaries is required to file any forms, reports or unresolved comments from other documents with the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The Each of the consolidated financial statements of the Company included (including, in each case, any related notes) contained in the Buyer SEC Reports (collectively, the “Financial Statements”) comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedthereto, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Buyer and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, and except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has adjustments which were not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities are not required under GAAP expected to be reflected material in amount. The unaudited balance sheet of Buyer as of March 31, 1998 is referred to herein as the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect"Buyer Balance Sheet."

SEC Filings; Financial Statements. (a) The Company Seller has filed and made available to Buyer all forms, statements, certifications, reports and documents required to be filed by it Seller with the SEC under Section 13since January 1, 14(a1996 other than registration statements on Form S-8 (collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) and 15(d) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act for Act, as the one year preceding the date of this Agreement case may be, and is in compliance with General Instruction I.A.3 of Form S-3. As of (ii) did not at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Seller SEC Reports or necessary in order to make the statements thereinin such Seller SEC Reports, in the light of the circumstances under which they were made, not misleading. There are no outstanding None of Seller's Subsidiaries is required to file any forms, reports or unresolved comments from other documents with the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The Each of the consolidated financial statements of the Company included (including, in each case, any related notes) contained in the Seller SEC Reports (collectively, the “Financial Statements”) comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedthereto, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, and except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has adjustments which were not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities are not required under GAAP expected to be reflected material in amount. The unaudited balance sheet of Seller as of May 31, 1998 is referred to herein as the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect"Seller Balance Sheet."

SEC Filings; Financial Statements. (a) The Company Holdings has timely filed all forms, statementsreports, certificationsschedules, reports statements and other documents required to be filed by it Holdings with the Securities and Exchange Commission (the "SEC") since December 31, 1998 (collectively, the "Holdings SEC under Section 13, 14(aReports") and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3such Holdings SEC Reports are publicly available. As of The Holdings SEC Reports, at the time it was filed with the SEC filed, did not contain as of their respective dates (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such additional filing), each of or if filed after the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Actdate hereof, andwill not contain, as of the time they were filed, none of the filed SEC Reports contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Holdings SEC Reports or necessary in order to make the statements thereinin such Holdings SEC Reports, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements Each of the Company included consolidated financial statements, including any related notes thereto, contained in the Holdings SEC Reports (collectivelyReports, the “Financial Statements”) comply complied, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto thereto, was prepared in accordance with GAAP applied on a consistent basis with prior periods (except as in effect at the time of filing (or to the extent corrected by a subsequent restatementotherwise noted therein) and fairly present in all material respects the consolidated financial position of the Company Holdings and its Subsidiaries as of at the dates indicated, indicated therein and the consolidated results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted indicated therein, and subject to, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has adjustments which were not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP likely to be reflected material in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectamount.

SEC Filings; Financial Statements. (a) The Parent has delivered to the Company has filed all formsaccurate and complete copies (excluding copies of exhibits) of its annual report on Form 10-KSB for the year ended June 30, statements1997, certificationsits quarterly report on Form 10-QSB for the quarter ended September 30, reports 1997 and documents required to be proxy statement on Schedule 14A for the annual meeting of stockholders held on October 30, 1997, as filed by it Parent with the SEC under Section 13SEC, 14(a) and 15(dprior to the Closing will deliver to the Company an accurate and complete copy (excluding copies of exhibits) of the Exchange Act its quarterly report on Form 10-QSB for the one year preceding quarter ended December 31, 1997 (the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3"Parent SEC Documents"). As of the time it was or will be filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ) each of the filed Parent SEC Reports Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewcase may be. (b) The consolidated financial statements of the Company included contained in the Parent SEC Reports Documents: (collectivelyi) complied (or, the “Financial Statements”when filed, will comply) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (ii) were or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all will be prepared in accordance with United States generally accepted accounting principles (“GAAP”) (GAAP applied on a consistent basis throughout the periods covered, except as otherwise noted therein, may be indicated in the notes to such financial statements and (in the case of unaudited financial statements, ) as permitted by Form 10-Q QSB of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichaudit adjustments which will not, individually or in the aggregate, have had be material in magnitude; and (iii) fairly present or would reasonably be expected to have a Material Adverse Effectwill fairly present the consolidated financial position of Parent and its subsidiaries as of the respective dates thereof and the consolidated results of operations of Parent and its subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. (a) The Each of Seller and the Company has filed all reports, schedules, forms, statements, certifications, reports statements and other documents required to be filed by it with Seller and the SEC Company under the Securities Act and the Exchange Act, including pursuant to Section 13, 14(a13(a) and or 15(d) of the Exchange Act thereof, for the one year 24 months preceding the date of this Agreement hereof (or such shorter period as such party was required by law or regulation to file such material, as applicable); provided that no representations or warranties are being made with respect to Seller’s subsidiaries other than the Company and is in compliance with General Instruction I.A.3 of Form S-3the Company’s consolidated subsidiaries. As of their respective dates, the time it was filed with the Seller SEC Filings (or, if amended or superseded by a filing prior solely as they relate to the date Company). As of this Agreementtheir respective dates, then on the date of such filing), each of the filed Seller SEC Reports Filings complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, andas applicable, as of the time they were filed, and none of the filed Seller SEC Reports Filings, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of the Company included in the SEC Reports Agora Registration Statement (collectively, the “Company Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present filing, except as set forth in all material respects the consolidated financial position Section 3.06 of the Disclosure Schedules. Such Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”) (), except as may be otherwise noted thereinspecified in such financial statements or the notes thereto, and except as set forth in the case of unaudited financial statements, as permitted by Form 10-Q Section 3.06 of the SECDisclosure Schedules, and except that the unaudited financial statements may not contain all footnotes required by GAAP, and are subject fairly present in all respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal and recurring normal, immaterial, year-end audit adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the The Company Financial Statements filed prior do not reflect any transactions which are not bona fide transactions. In addition, the balance sheet of the Company as of March 31, 2022 has been made available to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since Buyer and the date of such financial statements or (ii) liabilities not required under GAAP thereof is referred to be reflected in herein as the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect“Balance Sheet Date”.

SEC Filings; Financial Statements. (a) The Company has filed all forms, statements, certifications, reports and documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2001 (collectively, the “Company SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3Reports”). As of the time it was respective dates they were filed with the SEC (or, and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing), (i) each of the filed Company SEC Reports Report complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act, andas the case may be, as of the time they were filed, and (ii) none of the filed Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding No Company Subsidiary is required to file any form, report or unresolved comments from other document with the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewor any similar Governmental Entity. (b) The Each of the consolidated financial statements of (including, in each case, any notes thereto) contained in the Company included in the SEC Reports (collectively, the “Company Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as otherwise noted thereinmay be indicated in the notes thereto or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and each presents fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that as otherwise noted therein (subject, in the case of unaudited financial statements may not contain footnotes and are subject statements, to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has adjustments which would not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to reasonably be reflected in the Financial Statements, in either case, none of whichexpected to, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect). The most recent balance sheet of the Company contained in the Company SEC Reports as of September 30, 2003 is hereinafter referred to as the “Company Balance Sheet”. (c) The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (d) The Company has established and maintained (i) disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) and (ii) internal controls over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act). To Company’s knowledge, (i) such disclosure controls and procedures are effective to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s senior management by others within those entities, particularly during the period when the Company’s periodic reports to which such information relates are required to be prepared, (ii) such internal controls over financial reporting provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, (iii) there are no significant deficiencies or material weaknesses in the design or operation of Company’s internal controls which could adversely affect Company’s ability to record, process, summarize and report financial data and (iv) there is no fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls. Section 3.07(d) of the Company Disclosure Letter lists, and the Company has made available to Parent, complete and correct copies of, all formally written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. As used in this Section 3.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements. (a) The Company Buyer has filed all forms, reports, registration statements, certificationsschedules, reports statements and other documents (including all exhibits, annexes, supplements and amendments to such documents) (collectively, "Buyer's SEC Documents") required to be filed by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for and the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3Securities Act since February 1, 2004. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed ): (i) Buyer's SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, andas the case may be, as of and the time they were filed, rules and regulations promulgated by the SEC thereunder; and (ii) none of the filed Buyer's SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of (including the Company notes thereto) included in the or incorporated by reference into Buyer's SEC Reports Documents: (collectively, the “Financial Statements”i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (applied on a consistent basis throughout the periods covered, except as otherwise noted therein, may be indicated in the notes to such financial statements and (in the case of unaudited financial statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichwhich will not, individually or in the aggregate, be material in magnitude; and (iii) fairly present in all material respects the financial position of Buyer as of the respective dates thereof and the results of operations, shareholders' equity and cash flows of Buyer for the periods covered thereby. Buyer is not aware of any facts or circumstances that will necessitate a restatement of any financial statements that have had or would reasonably be expected to have a Material Adverse Effectbeen included in Buyer's SEC Documents.

SEC Filings; Financial Statements. (a) The Company has filed delivered or otherwise made available to Parent accurate and complete copies of all forms, registration statements, certificationsproxy statements and other statements, reports reports, schedules, forms and other documents filed by the Company with the SEC since January 1, 2004, and all amendments thereto (the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to be have been filed by it the Company with the SEC under Section 13, 14(a) and 15(d) have been so filed on a timely basis. None of the Exchange Act for Company’s Subsidiaries is required to file any documents with the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the filed Company SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (as of the time they were filed, case may be); and (ii) none of the filed Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of (including any related notes) contained in the Company included in the SEC Reports Documents: (collectively, the “Financial Statements”i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has adjustments that were not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities will not required under GAAP to be reflected in the Financial Statements, in either case, none of whichbe, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectmaterial in amount), and (iii) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. (a) The Company has filed made available to Parent all forms, registration statements, certificationsproxy statements and other statements, reports reports, schedules, forms and other documents filed by the Company with the SEC since January 1, 1998 (the "Company SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed by it the Company with the SEC under Section 13since January 1, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-31998 have been so filed. As of the time it was filed with the SEC their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing), ): (i) each of the filed Company SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and, Act (as of the time they were filed, case may be); and (ii) none of the filed Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of (including related notes, if any) contained in the Company included in SEC Documents (the SEC Reports (collectively, the “"Company Financial Statements”"): (i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods covered (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain have contained footnotes and are were subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior adjustments which were not, or were not reasonably expected to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichbe, individually or in the aggregate, have had or would reasonably be expected material in amount), and (iii) fairly presented (subject in the case of the unaudited interim financial statements, to have a Material Adverse Effectnormal, recurring, year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "Company Balance Sheet" means that certain consolidated balance sheet of the Company and its consolidated subsidiaries as of December 31, 2000 set forth in the Company's Annual Report on Form 10-K/A filed with the SEC and the "Company Balance Sheet Date" means December 31, 2000.

SEC Filings; Financial Statements. (a) The Company Target has timely filed and made available to Buyer all forms, statements, certifications, reports and documents SEC Documents required to be filed by it Target since December 31, 2007 (the “Target SEC Reports”). The Target SEC Reports (i) at the time filed, complied in all material respects with the SEC under Section 13, 14(a) and 15(d) applicable requirements of the Exchange Act for the one year preceding the date of this Agreement Securities Laws and is in compliance with General Instruction I.A.3 of Form S-3. As of other applicable Laws and (ii) did not, at the time it was they were filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)filing or, each in the case of registration statements, at the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained effective date thereof) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Target SEC Reports or necessary in order to make the statements thereinin such Target SEC Reports, in light of the circumstances under which they were made, not misleading. There are Except for the Asset Management Subsidiary, no outstanding or unresolved comments from the Target Subsidiary is required to file any SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewDocuments. (b) The financial statements Each of the Company included Target Financial Statements (including, in each case, any related notes) contained in the Target SEC Reports, including any Target SEC Reports (collectivelyfiled after the date of this Agreement until the Effective Time, the “Financial Statements”) comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedthereto, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of Target and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustmentsadjustments which were not or are not expected to be material in amount or effect. (c) applied on a consistent basis throughout Since December 31, 2007, Target and each of its Subsidiaries has had in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) reasonably designed and maintained to ensure that all information (both financial and non-financial) required to be disclosed by Target in its SEC Reports is recorded, processed, summarized and reported within the time periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior rules and forms of the SEC, and that such information is accumulated and communicated to Target’s management as appropriate to allow timely decisions regarding required disclosure and to make the date certifications of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except chief executive officer and chief financial officer of Target required under the Exchange Act with respect to such reports. (id) those incurred in Target and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the ordinary course reliability of business, consistent with past practices since financial reporting and the date preparation of such financial statements or (ii) liabilities not required under GAAP to be reflected for external purposes in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectaccordance with GAAP.

SEC Filings; Financial Statements. (a) The Company Since January 1, 2002, Coors has filed with the SEC and NYSE all forms, reports, schedules, prospectuses, registration statements, certifications, reports proxy or information statements and other documents required to be filed by it with Coors under applicable Securities Laws (collectively, the "Coors SEC under Section 13Reports"). The Coors SEC Reports, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of at the time it was filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports (i) complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained applicable Securities Laws and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding None of Coors' Subsidiaries is required to file any reports or unresolved comments from other documents with the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The annual audited consolidated financial statements of and the Company included unaudited consolidated interim financial statements (including, in each case, any related notes thereto) contained in the Coors SEC Reports (collectively, the “"Coors Financial Statements”") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC SEC, including but not limited to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedtheir respective dates, and the results of its operations and cash flows for the periods therein specified, all have been prepared in accordance with United States generally accepted accounting principles (“"US GAAP”") applied on a basis consistent throughout the periods indicated and consistent with each other (except as otherwise noted thereinmay be indicated in the notes thereto or, and in the case of unaudited financial statements, do not contain footnotes as permitted by Form 10-Q under the 1934 Act) present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Coors and its Subsidiaries as of the SECdates and for the periods indicated therein (subject, and except that in the case of unaudited financial statements may not contain footnotes and are subject statements, to normal and normal, recurring year-end adjustmentsadjustments that are not expected to be material in amount and the absence of notes thereto) applied on a consistent basis throughout the periods therein specified consolidated basis. (unless otherwise noted therein). Except as set forth c) The books and records of Coors and its Subsidiaries, in the Financial Statements filed prior to the date of this Agreementall material respects, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred have been maintained in the ordinary course of business, accordance with good business practices on a basis consistent with past practices since the date of such financial statements or prior years, (ii) liabilities not required under state in reasonable detail the material transactions and dispositions of the assets of Coors and its Subsidiaries and (iii) accurately and fairly reflect the basis for Coors Financial Statements. Coors has (i) designed and maintains disclosure controls and procedures to ensure that material information relating to Coors and its Subsidiaries is made known to management of Coors by others within those entities, and (ii) designed and maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management's general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with US GAAP and (y) to be reflected maintain accountability of the assets of Coors and its Subsidiaries. The management of Coors has disclosed, based on its most recent evaluation, to Coors' auditors and the audit committee of Coors' board of directors (i) all significant deficiencies in the Financial Statementsdesign or operation of internal controls which could adversely affect Coors' ability to record, process, summarize and report financial data and have identified for Coors' auditors any material weaknesses in either caseinternal controls and (ii) any fraud, none of whichwhether or not material, individually that involves management or in the aggregate, have had or would reasonably be expected to other employees who have a Material Adverse Effectsignificant role in Coors' internal controls. A summary of any such disclosure made by management to Coors' auditors and audit committee is set forth on Section 4.7(c) of the Coors Disclosure Schedule.

SEC Filings; Financial Statements. (a) The Company Buyer has timely filed and made available to Target all forms, statements, certifications, reports and documents SEC Documents required to be filed by it Buyer since December 31, 2007 (together with all such SEC Documents filed, whether or not required to be filed the “Buyer SEC Reports”). The Buyer SEC Reports (i) at the time filed, complied in all material respects with the SEC under Section 13, 14(a) and 15(d) applicable requirements of the Exchange Act for the one year preceding the date of this Agreement Securities Laws and is in compliance with General Instruction I.A.3 of Form S-3. As of other applicable Laws and (ii) did not, at the time it was they were filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)filing or, each in the case of registration statements, at the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained effective date thereof) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Buyer SEC Reports or necessary in order to make the statements thereinin such Buyer SEC Reports, in light of the circumstances under which they were made, not misleading. There Except for Buyer Subsidiaries that are registered as a broker, dealer, or investment adviser, no outstanding or unresolved comments from the Buyer Subsidiary is required to file any SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewDocuments. (b) The financial statements Each of the Company included Buyer Financial Statements (including, in each case, any related notes) contained in the Buyer SEC Reports, including any Buyer SEC Reports (collectivelyfiled after the date of this Agreement until the Effective Time, the “Financial Statements”) comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedthereto, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of Buyer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustmentsadjustments which were not or are not expected to be material in amount or effect. (c) applied on a consistent basis throughout Since December 31, 2007, Buyer and each of its Subsidiaries has had in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) reasonably designed and maintained to ensure that all information (both financial and non-financial) required to be disclosed by Buyer in its SEC Reports is recorded, processed, summarized and reported within the time periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior rules and forms of the SEC, and that such information is accumulated and communicated to Buyer’s management as appropriate to allow timely decisions regarding required disclosure and to make the date certifications of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except chief executive officer and chief financial officer of Buyer required under the Exchange Act with respect to such reports. (id) those incurred in Buyer and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the ordinary course reliability of business, consistent with past practices since financial reporting and the date preparation of such financial statements or (ii) liabilities not required under GAAP to be reflected for external purposes in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectaccordance with GAAP.

SEC Filings; Financial Statements. (a) The the Company has and Case Credit Corporation ("Credit") have each filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC them under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding since January 1, 1996 through the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3(collectively, the "Company SEC Reports"). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed The Company SEC Reports complied (i) were prepared in all material respects in accordance with the applicable requirements of the Exchange Act, andAct and (ii) did not, as of the time they were filedtheir respective dates, none of the filed SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. There are Other than Credit, no outstanding or unresolved comments from the SEC staff with respect Company Subsidiary is subject to the SEC Reports. To the Company’s knowledge, none periodic reporting requirements of the SEC Reports are the subject of an ongoing SEC reviewExchange Act. (b) The Each of the consolidated financial statements of (including, in each case, any notes thereto) contained in the Company included in the SEC Reports (collectively, the “Financial Statements”) comply was prepared in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified indicated (unless except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of the Company, Credit and, in the case of the Company, the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein). Except as set forth therein (subject, in the Financial Statements filed prior case of unaudited statements, to the date of this Agreement, the Company has normal year-end audit adjustments which were not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities and are not required under GAAP to be reflected in the Financial Statements, in either case, none of whichexpected, individually or in the aggregate, to have had a Company Material Adverse Effect). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the Company Subsidiaries and Credit as of December 31, 1998, including the notes thereto, or in any of the Company SEC Reports, neither the Company nor any Company Subsidiary (including, without limitation, Credit) has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with United States generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of business since December 31, 1998 that would not reasonably be expected to to, individually or in the aggregate, (A) have a Company Material Adverse EffectEffect or (B) prevent or materially delay the performance of this Agreement by the Company.

SEC Filings; Financial Statements. (a) The Company Highwoods and Highwoods/Forsyth Limited Partnership has timely filed and made available to JCN all forms, statements, certifications, reports and documents SEC Documents required to be filed by it Highwoods or Highwoods/Forsyth Limited Partnership since June 14, 1994 (the "Highwoods SEC Reports"). The Highwoods SEC Reports (i) at the time filed, complied in all material respects with the SEC under Section 13, 14(a) and 15(d) applicable requirements of the Exchange Act for the one year preceding the date of this Agreement Securities Laws and is in compliance with General Instruction I.A.3 of Form S-3. As of other applicable Laws and (ii) did not, at the time it was they were filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Highwoods SEC Reports or necessary in order to make the statements thereinin such Highwoods SEC Reports, in light of the circumstances under which they were made, not misleading. There are Except for Highwoods/Forsyth Limited Partnership, no outstanding or unresolved comments from the Highwoods Subsidiary is required to file any SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewDocuments. (b) The financial statements Each of the Company included Highwoods Financial Statements (including, in each case, any related notes) contained in the Highwoods SEC Reports, including any Highwoods SEC Reports (collectivelyfiled after the date of this Agreement until the Effective Time, the “Financial Statements”) comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedthereto, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of Highwoods and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has adjustments which were not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities are not required under GAAP expected to be reflected material in the Financial Statements, in either case, none of which, individually amount or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effecteffect.

SEC Filings; Financial Statements. (a) The Company Depot has filed and made available to Viking all forms, statements, certifications, reports and documents required to be filed by it Depot with the SEC under Section 13since January 1, 14(a1995 other than registration statements on Form S-8 (collectively, the "Depot SEC Reports"). The Depot SEC Reports (i) and 15(d) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act for Act, as the one year preceding the date of this Agreement case may be, and is in compliance with General Instruction I.A.3 of Form S-3. As of (ii) did not at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Depot SEC Reports or necessary in order to make the statements thereinin such Depot SEC Reports, in the light of the circumstances under which they were made, not misleading. There are no outstanding None of Depot's Subsidiaries is required to file any forms, reports or unresolved comments from other documents with the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The Each of the consolidated financial statements of the Company included (including, in each case, any related notes) contained in the Depot SEC Reports (collectively, the “Financial Statements”) comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedthereto, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Depot and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, and except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has adjustments which were not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities are not required under GAAP expected to be reflected material in amount. The audited balance sheet of Depot as of December 27, 1997 is referred to herein as the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect"Depot Balance Sheet."

SEC Filings; Financial Statements. (ai) The Company Kingfish has filed all formswith or furnished to, statementsas applicable, certificationsthe SEC Reports, reports and documents required to be filed by it Kingfish with the SEC under Section 13since September 30, 14(a) 2020. True, correct, and 15(d) complete copies of all the SEC Reports are publicly available in the Electronic Data, Gathering, Analysis, and Retrieval database of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3SEC. As of the time it was filed with the SEC (their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, then on the date of the last such amendment or superseding filing), each of the filed SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, andand the rules and regulations of the SEC thereunder applicable to such SEC Reports. None of the SEC Reports, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the time they were filed, none date of the filed SEC Reports last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There To the Knowledge of Kingfish, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC staff with respect to any of the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (bii) The audited consolidated financial statements and the unaudited interim financial statements of Kingfish (including, in each case, the Company included notes thereto) contained in the SEC Reports (collectivelyfiled on Forms 10‑K or Forms 10‑Q, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the including any SEC with respect thereto as in effect at the time of filing (or Reports filed subsequent to the extent corrected by a subsequent restatement) and fairly present in all material respects date of this Agreement until the consolidated financial position of the Company Acquisition Closing (as of the dates indicated, thereof and the results of its operations and cash flows for the periods therein specified, all covered thereby) (A) are or will be prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of 10‑Q promulgated by the SEC), and (B) present or will present fairly the financial position of Kingfish as of their respective dates and the results of operations and cash flows of for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout year‑end adjustments which were not or are not expected to be material in amount, and except for the periods therein specified (unless otherwise noted therein). Except as set forth absence of certain footnote information in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectunaudited statements.

SEC Filings; Financial Statements. (a) The Company Except as disclosed in Section 5.5 of the Target Disclosure Memorandum, Target has timely filed and made available to Buyer all forms, statements, certifications, reports and documents SEC Documents required to be filed by it Target since December 31, 1993 (the "Target SEC Reports"). The Target SEC Reports (i) at the time filed, complied in all material respects with the SEC under Section 13, 14(a) and 15(d) applicable requirements of the Exchange Act for the one year preceding the date of this Agreement Securities Laws and is in compliance with General Instruction I.A.3 of Form S-3. As of other applicable Laws and (ii) did not, at the time it was they were filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Target SEC Reports or necessary in order to make the statements thereinin such Target SEC Reports, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from ; provided, that any pro forma financial statements contained in the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the Target SEC Reports are not necessarily indicative of the subject consolidated financial position of an ongoing the Target Entities as of the respective dates thereof and the consolidated results of operations and cash flows of the Target Entities for the periods indicated. No Target Subsidiary is required to file any SEC reviewDocuments. (b) The financial statements Each of the Company included Target Financial Statements (including, in each case, any related notes) contained in the Target SEC Reports, including any Target SEC Reports (collectivelyfiled after the date of this Agreement until the Effective Time, the “Financial Statements”) comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedthereto, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of Target and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout adjustments which were not or are not expected to be material in amount or effect and that any pro forma financial statements contained in the Target SEC Reports are not necessarily indicative of the consolidated financial position of the Target Entities as of the respective dates thereof and the consolidated results of operations and cash flows of the Target Entities for the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectindicated.

SEC Filings; Financial Statements. (a) The Company has filed all forms, statements, certifications, reports and documents required to be filed by it with under the SEC under 1934 Act, including pursuant to Section 13, 14(a13(a) and or 15(d) of the Exchange Act thereof, for the one year two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto (together with any materials filed by the Company under the 1934 Act, whether or not required), being collectively referred to herein as the “SEC Filings,” except that solely for purposes of this Agreement Section 4.6(a), “SEC Filings” shall not be deemed to include any Current Reports on Form 8-K (or amendments thereto) that are “furnished” by the Company to the Commission solely to comply with Regulation F-D promulgated under the ▇▇▇▇ ▇▇▇) on a timely basis or has timely filed a valid extension of time of filing and is in compliance with General Instruction I.A.3 has filed any such SEC Filings prior to the expiration of Form S-3any such extension. As of the time it was filed with their respective dates, the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports Filings complied in all material respects with the applicable requirements of the Exchange Act, and, as 1934 Act and the rules and regulations of the time they were filedCommission promulgated thereunder, and none of the filed SEC Reports Filings, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 and SEC Reports (collectively, Filings filed subsequent to the “Financial Statements”) filing of such filings comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC Commission with respect thereto as in effect at the time of filing filing. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or to the extent corrected notes thereto and except that unaudited financial statements may not contain all footnotes required by a subsequent restatement) GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates indicatedperiods then ended, and the results of its operations and cash flows for the periods therein specifiedsubject, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SECto normal, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring immaterial, year-end audit adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements most recent financial statements of the Company included in the SEC Filings filed prior to the date of this Agreementhereof, neither the Company nor any Subsidiary has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent (as to amount in nature) with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either casestatements, none of which, individually or in the aggregate, have had or would could reasonably be expected to have a Material Adverse Effect. All material agreements to which the Company and its Subsidiaries are a party or to which any of their respective property or assets are subject that are required to be filed as exhibits to the SEC Filings under Item 601 of Regulation S-K are included as a part of, or specifically identified in, the SEC Filings.

SEC Filings; Financial Statements. (a) The Company has filed all forms, statements, certifications, reports reports, schedules and other documents required to be filed by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. The interactive data in eXtensible Business Reporting Language included in the SEC Reports fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto. (b) The consolidated financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods therein specified ((except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the any unaudited financial statements may not contain certain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act or the Securities Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3hereof (the “SEC Reports”). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be) and, as of the time they were filed, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding As used in this Section 3.8, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or unresolved comments from the SEC staff with respect information is furnished, supplied or otherwise made available to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods therein specified (unless otherwise noted therein)specified. Except as set forth in the Financial Statements filed prior to the date of this Agreementhereof, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either casestatements, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company Buyer has filed or furnished all forms, statementsreports, certificationsstatements and other documents (including all exhibits, reports supplements and documents amendments thereto) required to be filed or furnished by it with the SEC under Section 13since May 26, 14(a2015 (such documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “SEC Reports”). Each SEC Report (including any financial statements or schedules included therein) and 15(d(i) as of the Exchange Act for the one year preceding the its date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As filing or, if applicable, as of the time it was filed with of its most recent amendment, complied in all material respects with, to the SEC extent in effect at such time, the requirements of the Securities Act or the Exchange Act, as the case may be, including, in each case, the rules and regulations promulgated thereunder, and (orii) as of its date of filing (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained ) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were or are made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The Each of the financial statements of the Company (including, in each case, any notes and schedules thereto) included or incorporated by reference in the SEC Reports (collectively, the “Financial StatementsBuyer Financials”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present presents in all material respects the consolidated financial position position, results of operations, cash flows and changes in stockholders’ equity of the Company Buyer and its subsidiaries as of at the respective dates indicated, thereof and the results of its operations and cash flows for the respective periods indicated therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and therein (except that the unaudited financial interim statements may not contain footnotes and are subject to normal and recurring year-end adjustments) and have been prepared in all material respects in accordance with the applicable rules and regulations promulgated by the SEC and GAAP consistently applied on a consistent basis throughout during the periods therein specified (unless otherwise noted therein). Except involved, except, in each case, as set forth indicated in such statements or in the Financial Statements notes thereto. (c) Except (i) to the extent set forth, disclosed in, provided for, reflected in or otherwise described in the balance sheet of Buyer included in the SEC Report last filed prior to the date of this Agreementhereof, the Company has not incurred any liabilities, contingent or otherwise, except (iii) those incurred in the ordinary course of business, consistent with past practices business since the date of such financial statements the last balance sheet referred to in the preceding clause (i), or (iiiii) for liabilities not required under GAAP incurred in connection with this Agreement, any of the Contemplated Transactions or any financing to be reflected obtained by Buyer in connection therewith, the Financial Statements, in either case, none of whichBuyer does not have any liabilities or obligations that have or would reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Buyer Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has made available to Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since December 31, 1999 (the "Company SEC Reports"), which are all the forms, statements, certifications, reports and documents required to be filed by it Company with the SEC under Section 13since December 31, 14(a1999. The Company SEC Reports (A) and 15(d) complied in all material respects as of their respective dates with the requirements of the Securities Act or the Exchange Act for Act, as the one year preceding the date of this Agreement case may be, and is in compliance with General Instruction I.A.3 of Form S-3. As of (B) did not at the time it was they were filed with the SEC (or, and if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding None of Company's subsidiaries is required to file any reports or unresolved comments from other documents with the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatementExchange Act) and each fairly present in all material respects presents the consolidated financial position of Company and its subsidiaries at the Company as of the respective dates indicated, thereof and the consolidated results of its operations and cash flows for the periods therein specifiedindicated, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustmentsadjustments that were not or are not expected to be material in amount. (c) applied on Company has previously furnished to Parent a consistent basis throughout complete and correct copy of any amendments or modifications, which have not yet been filed with the periods therein specified (unless otherwise noted therein). Except as set forth in SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Company with the Financial Statements filed prior SEC pursuant to the date of this Agreement, Securities Act or the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse EffectExchange Act.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, in a timely manner all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act or the Securities Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3hereof (the “SEC Reports”). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be) and, as of the latest time they were filed, amended, or superseded, as applicable, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and thereto. The Financial Statements fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods therein specified (unless otherwise noted therein)specified. Except as set forth in the Financial Statements filed prior to the date of this Agreementhereof, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, which have had or would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act or the Securities Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3hereof (the “SEC Reports”). As of the time it was filed with with, or furnished to, the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be) and, as of the time they were filedfiled or furnished, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the knowledge of the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. The Company is not, and never has been, an issuer identified in Rule 144(i)(1). (b) The As of their respective filing dates, the financial statements of the Company included in the SEC Reports Reports, together with the related schedules and notes thereto (collectively, the “Financial Statements”) comply ), complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules Exchange Act, as applicable, and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present presented fairly, in all material respects respects, the consolidated financial position of the Company as of the dates indicated, shown and the its results of its operations and cash flows for the periods therein specifiedshown, all and such Financial Statements have been prepared in accordance conformity with United States generally accepted accounting principles in the United States (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein)covered thereby except for any normal year-end adjustments in the Company’s quarterly financial statements. Except as set forth in the Financial Statements filed prior to consolidated financial statements of the date of this AgreementCompany included in the 2024 SEC Reports, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, which have had or would reasonably be expected to have a Material Adverse Effect. The books of account and other financial records of the Company are true and complete in all material respects.

SEC Filings; Financial Statements. (a) The Company Cyrk has filed and made available to Simon all forms, statements, certifications, reports and documents required to be filed by it Cyrk with the Securities and Exchange Commission (the "SEC") since its initial public offering on July 7, 1993 (collectively, the "Cyrk SEC under Section 13Reports"). The Cyrk SEC Reports (i) were prepared in accordance, 14(a) and 15(d) complied, with the requirements of the Exchange Securities Act for of 1933, as amended (the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing"Securities Act"), each of the filed SEC Reports complied in all material respects with the applicable requirements of or the Exchange Act, andas the case may be, as of and the rules and regulations thereunder and (ii) did not at the time they were filed, none of the filed SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding None of Cyrk's Subsidiaries is required to file any forms, reports or unresolved comments from other documents with the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The Each of the consolidated financial statements of the Company included (including, in each case, any related notes) contained in the Cyrk SEC Reports (collectivelyReports, including any form, report or document filed with the “Financial Statements”) SEC after the date of this Agreement and prior to the Closing, complied or will comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedthereto, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Cyrk and its Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, and except that the unaudited interim financial statements may not contain footnotes and are statement was or is subject to normal and or recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has adjustments which were not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities are not required under GAAP expected to be reflected material in amount. The audited balance sheet of Cyrk as of December 31, 1996 is referred to herein as the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect"Cyrk Balance Sheet."

SEC Filings; Financial Statements. (a) The Company has filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. The interactive data in eXtensible Business Reporting Language included in the SEC Reports fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto. The Company is not, and has never been, an issuer subject to Rule 144(i) under the Securities Act. (b) The consolidated financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods therein specified (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the any unaudited financial statements may not contain certain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3Agreement. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange ActAct , and, as of the time they were filedfiled , none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has timely filed or otherwise furnished (as applicable) all forms, reports, statements, certifications, reports schedules and other documents required to be filed by it with or furnished to the SEC under Section 13by the Company (collectively, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3“Company SEC Reports”). As of the time it was date of filing, in the case of Company SEC Reports filed with pursuant to the Exchange Act (and to the extent such Company SEC (orReports were amended, if amended or superseded by a filing prior to then as of the date of this Agreementfiling of such amendment), then on and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (and to the extent such filingCompany SEC Reports were amended, then as of the date of effectiveness of such amendment), each of the filed Company SEC Reports (i) complied as to form in all material respects with either the applicable requirements of the Securities Act or the Exchange Act, andas the case may be, and the rules and regulations promulgated thereunder, each as of in effect on the time they were fileddate so filed or effective, none of the filed SEC Reports contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading as of its filing date or effective date (as applicable). There As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements Each of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of statements (including, in each case, any notes thereto) contained in or incorporated by reference into the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all SEC Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted thereinexcept, and in the case of the unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified indicated (unless otherwise noted therein). Except except as set forth may be indicated in the Financial Statements notes thereto) and each fairly presents, in all material respects, the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments which are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements), in each case in accordance with GAAP except as may be noted therein or to the extent that such information has been amended or superseded by later Company SEC Reports filed prior to the date hereof. (c) Except as and to the extent set forth on the audited annual report of this Agreementthe Group Companies on Form 20-F filed with the SEC on April 27, 2017, including the notes thereto, no Group Company has not incurred outstanding (i) any liabilitiesIndebtedness or any commitments therefor, or (ii) any other liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that are required in accordance with GAAP to be disclosed or reflected or reserved in the consolidated financial statements of the Group Companies, except for Indebtedness or any commitments therefor or other liabilities or obligations (iA) those incurred in the ordinary course of business, business consistent with past practices practice since December 31, 2016, (B) incurred pursuant to this Agreement or in connection with the date of such financial statements Transactions, or (iiC) liabilities not required under GAAP to be reflected in the Financial Statementsthat do not, in either case, none of which, individually or in the aggregate, have had or would not reasonably be expected to have to, result in a Company Material Adverse Effect. (d) The Company has made available to Parent complete and correct copies of all material 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. (e) The Company has timely filed and made available to Parent all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to any Company SEC Report. The Company is in compliance, in all material respects, with all provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it. The Company and each Group Company have established and maintain disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act to ensure that all material information concerning the Company and its Subsidiaries required to be disclosed by the Company in the reports it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and related forms, and that such information is accumulated and communicated to the Company’s chief executive officer and chief financial officer (or persons performing similar functions), as appropriate, to allow timely decisions regarding required disclosure. Neither the Company nor, to the knowledge of the Company, its independent registered public accounting firm has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data. To the knowledge of the Company, there is, and since December 31, 2014, there has been, no fraud or allegation of fraud, whether or not material, that involves (or involved) the management of the Company or other employees who have (or had) a significant role in the internal controls over financial reporting utilized by the Company. Since December 31, 2016, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As used in this Section 3.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (f) The Group Companies maintain a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (g) The Company is in compliance, in all material respects, with the applicable listing and corporate governance rules and regulations of the NYSE, subject to availing itself of any “home country” exemption from such rules and regulations available to a “foreign private issuer” (as defined under the Exchange Act and under the relevant rules and regulations of the NYSE). (h) There are no unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements of any type with respect to any Group Company that have not been described in the Company SEC Reports and no Group Company has any obligation to enter into any such arrangements. (i) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer or auditor of the Company or any of its Subsidiaries, has received or been informed of any credible complaint, allegation, assertion or claim, whether written or oral, regarding a deficiency with the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls reasonably likely to lead to material non-compliance by the Company with GAAP or the Exchange Act (including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices), which complaint, allegation, assertion or claim was not appropriately addressed or otherwise cured. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or their respective officers, directors, employees or agents to the Company Board or any committee thereof.

SEC Filings; Financial Statements. (a) The Company has timely and properly filed all registration statements, forms, statementsschedules, certificationsreports, reports prospectuses, proxy statements and documents required to be filed by it the Company with the SEC under Section 13since February 3, 14(a) 2022 (the “Company SEC Reports”). The information contained or incorporated by reference in the Company SEC Reports was true and 15(d) correct in all material respects as of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As respective dates of the time it was filed filing thereof with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, ; and, as of such respective dates, the time they were filed, none of the filed Company SEC Reports contained any did not contain an untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from All of the SEC staff with respect to the Company SEC Reports. To , as of their respective dates, complied as to form in all material respects with the Company’s knowledge, none applicable requirements of the SEC Reports are Securities Act and the subject of an ongoing SEC reviewExchange Act and the rules and regulations promulgated thereunder. (b) The financial statements of the Company included in the Company SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods therein specified (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited quarterly financial statements may not contain footnotes except for the absence of footnote disclosure and are subject subject, in the case of interim periods, to normal and recurring year-end adjustments). (c) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth disclosed in the Financial Statements filed prior to the date of this AgreementCompany SEC Reports, the Company has and its subsidiaries have not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course liabilities that are of business, consistent with past practices since the date of such financial statements or (ii) liabilities not a nature that would be required under GAAP to be reflected disclosed on a balance sheet of the Company and its subsidiaries or the footnotes thereto prepared in the Financial Statementsconformity with GAAP, in either case, none of which, individually or in the aggregate, have had or other than liabilities that would not reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed with or furnished to the SEC on a timely basis all forms, statements, certifications, reports and documents Company SEC Documents required to be filed by it with or furnished to the SEC under Section 13by the Company since January 1, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-32011. As of the time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the filed Company SEC Reports Documents complied in all material respects with the applicable requirements of the Exchange Act, andSecurities Act of 1933, as of amended (the time they were filed“Securities Act”), or the Exchange Act (as the case may be); and (ii) none of the filed Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There As of the date hereof, there are no outstanding or unresolved comments received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none any of the Company SEC Reports are the subject of an ongoing SEC reviewDocuments. (b) The financial statements of (including any related notes) contained in the Company included in the SEC Reports Documents: (collectively, the “Financial Statements”i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; and (or to the extent corrected by a subsequent restatementii) and fairly present present, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates indicated, thereof and the consolidated results of its operations and cash flows of the Company and its Subsidiaries for the periods therein specified, all covered thereby in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods covered (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments). (c) applied None of the Acquired Entities has any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, known or unknown, or due or to become due, of a type required to be recorded or reflected on a consistent basis throughout balance sheet (including any related notes) prepared in accordance with GAAP (as in effect on the periods therein specified date of this Agreement), except for: (unless otherwise noted therein). Except as set forth i) liabilities accrued or disclosed in the Financial Statements financial statements (including any related notes) contained in the Company’s annual report on Form 10-K for the fiscal year 2011 filed prior to the date of this Agreement, hereof (the Company has not incurred any liabilities, contingent or otherwise, except “2011 10-K”); (iii) those liabilities incurred in the ordinary course of businessbusiness since December 31, consistent with past practices since the date of such financial statements or 2011; and (iiiii) liabilities that have not required under GAAP had and would not reasonably be expected to be reflected in the Financial Statements, in either case, none of whichhave, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect. (d) The Company has established and maintains, adheres to and enforces a system of internal control over financial reporting (within the meaning of Rules 13a-15(f) and 15d-15(f) of the Exchange Act) which is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the board of directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries. The Company has established and maintains, adheres to and enforces a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed by the Company in the Company SEC Documents is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (e) The Company is in compliance in all material respects with (i) the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and (ii) the rules and regulations of the New York Stock Exchange, in each case, that are applicable to the Company.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, registration statements, certificationsprospectuses, forms, reports and documents and related exhibits required to be filed by it with under the SEC under Section 13, 14(a) and 15(d) of the Exchange Securities Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, andas the case may be, since January 1, 1995 (collectively, the "Company SEC Filings"). The Company SEC Filings (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as of the case may be, and (ii) did not at the time they were filed, none of the filed SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect No Company Subsidiary is subject to the SEC Reports. To the Company’s knowledge, none periodic reporting requirements of the SEC Reports are the subject of an ongoing SEC reviewExchange Act. (b) The Each of the consolidated financial statements of (including, in each case, any notes thereto) contained in the Company included SEC Filings was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements notes thereto and the rules and regulations of the SEC except with respect thereto to unaudited statements as in effect at permitted by Form 10-Q under the time of filing (or to the extent corrected by a subsequent restatementExchange Act) and each presented fairly present in all material respects the consolidated financial position of the Company and the consolidated Company Subsidiaries as of the respective dates indicated, thereof and the results of its operations and cash flows for the respective periods therein specifiedindicated therein, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted thereintherein (subject, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Company Subsidiaries as of June 30, 1997 included in the Financial Statements filed prior to Company's Form 10-Q for the date of this Agreementperiod ended June 30, 1997, including the notes thereto, neither the Company nor any Company Subsidiary has not incurred any liabilitiesliabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, except (i) those for liabilities or obligations incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichbusiness that would neither, individually or in the aggregate, have had or would reasonably be expected to (i) have a Company Material Adverse EffectEffect nor (ii) prevent or materially delay the performance of this Agreement by the Company.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section 13since January 1, 14(a) 2014 and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreementhereof (collectively, then on the date of such filing“Company SEC Reports”), each of the filed SEC Reports which has complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act, andeach as in effect on the dates such forms, as reports and documents were filed. No Subsidiary of the time they were filedCompany has filed or furnished, none of or is required to file or furnish, any form, report or other document with the filed SEC. The Company SEC Reports contained did not contain, when filed or furnished, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The audited and unaudited consolidated financial statements of the Company included (or incorporated by reference) in the Company SEC Reports (collectivelycomplied, or in the “Financial Statements”) comply case of Company SEC Reports filed after the date of this Agreement, 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 as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedpresent, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and or in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements Company SEC Reports filed prior to after the date of this Agreement, will fairly present, in all material respects, the consolidated balance sheets of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated statements of operations and changes in shareholders’ equity and comprehensive income for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that are not material in the aggregate and the exclusion of certain notes in accordance with the published rules promulgated by the SEC relating to unaudited financial statements). Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis (“GAAP”), except as specifically indicated in the notes thereto. (c) The Company has not incurred implemented disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, required to be included in reports filed under the Exchange Act is made known to the Company’s chief executive officer and chief financial officer or other Persons performing similar functions by others within those entities. (d) Except as and to the extent set forth on the audited annual report of the Group Companies filed with the SEC on April 25, 2015, including the notes thereto, no Group Company has outstanding (i) any liabilitiesIndebtedness or any commitments therefor, or (ii) any financial liability or obligation (whether accrued, absolute, determined, determinable, fixed, contingent or otherwise), except for financial liabilities and obligations (i1) those incurred in the ordinary course of business, business consistent with past practices practice since the date of such financial statements December 31, 2014, or (ii2) liabilities not required under GAAP incurred pursuant to be reflected in the Financial Statements, in either case, none of which, individually this Agreement or in connection with the aggregate, have had Transactions or (3) that would reasonably be expected to not have a Material Adverse Effect. (e) The Company is in compliance with the applicable listing and corporate governance rules and regulations of the NYSE, subject to availing itself of any “home country” exemption from such rules and regulations available to a “foreign private issuer” (as defined under the Exchange Act and under the relevant rules and regulations of the NYSE).

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act or the Securities Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3hereof (the “SEC Reports”). As of the time it was filed with with, or furnished to, the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be) and, as of the time they were filedfiled or furnished, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none None of the SEC Reports are is the subject of an ongoing SEC review. (b) The As of their respective filing dates, the financial statements of the Company included in the SEC Reports Reports, together with the related schedules and notes thereto (collectively, the “Financial Statements”) comply ), complied as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules Exchange Act, as applicable, and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present presented fairly, in all material respects respects, the consolidated financial position of the Company as of the dates indicated, shown and the its results of its operations and cash flows for the periods therein specifiedshown, all and such Financial Statements have been prepared in accordance conformity with United States generally accepted accounting principles in the United States (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein)covered thereby except for any normal year-end adjustments in the Company’s quarterly financial statements. Except as set forth in the Financial Statements consolidated financial statements of the Company included in the 2024 SEC Reports filed at least one (1) Trading Day prior to the date of this Agreementhereof, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, which have had or would reasonably be expected to have a Material Adverse Effect. The books of account and other financial records of the Company are true and complete in all material respects.

SEC Filings; Financial Statements. (a) The Company has filed all forms, statementsreports, certifications, reports statements and documents required to be filed by it with the SEC under Section 13since October 1, 14(a) and 15(d) of 2006 (the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the “Company SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingReports”), each of the filed SEC Reports which has complied in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, the Exchange Act and the rules and regulations promulgated thereunder, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the rules and regulations promulgated thereunder, andeach as in effect on the date so filed, as except to the extent updated, amended, restated or corrected by a subsequent Company SEC Report filed or furnished to the SEC by the Company, and in either case, publicly available prior to the date hereof (each, a “Company Filed SEC Report”). None of the time they were filed, none of the filed Company SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed or currently contains, and any Company SEC Reports filed with the SEC subsequent to the date hereof will not contain, any untrue statement of a material fact or omitted omission 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. There are no outstanding or unresolved comments from the SEC staff with respect , except to the extent updated, amended, restated or corrected by a subsequent Company Filed SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewReport. (b) The Except to the extent updated, amended, restated or corrected by a subsequent Company Filed SEC Report, all of the financial statements of the Company included in the Company SEC Reports Reports, in each case, including any related notes thereto, as filed with the SEC (collectively, those filed with the SEC are collectively referred to as 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 as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all have been prepared in accordance with United States U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as otherwise noted thereinmay be indicated in the notes thereto or, and in the case of the unaudited financial statements, as may be permitted by Form 10-Q of the SECSEC and subject, and except that in the case of the unaudited financial statements may not contain footnotes and are subject statements, to normal and normal, recurring year-end audit adjustments). The consolidated balance sheets (including the related notes) applied on included in such Company Financial Statements (if applicable, as updated, amended, restated or corrected in a consistent basis throughout subsequent Company Filed SEC Report) fairly present, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries at the respective dates thereof, and the consolidated statements of operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Company Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Company Filed SEC Report) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and cash flows of the Company and the Company Subsidiaries for the periods therein specified (unless otherwise noted therein). Except as set forth indicated, subject, in the Financial Statements filed prior case of the unaudited statements, to the date of this Agreementnormal, recurring year-end audit adjustments. (c) Neither the Company nor any Company Subsidiary has not incurred any liabilities, contingent or otherwise, material Liabilities (as defined below) except for (i) those Liabilities that are reflected, or for which reserves were established, on the audited consolidated balance sheet of the Company and the Company Subsidiaries as of September 30, 2008, (ii) Liabilities incurred in the ordinary course of business, business and consistent with past practices practice since the date of such financial statements or September 30, 2008, (iiiii) liabilities not required under GAAP to be reflected Liabilities that are disclosed in the Financial StatementsCompany SEC Reports and (iv) Liabilities incurred in connection with this Agreement and the transactions contemplated hereby. As used in this Agreement, in either casethe term “Liability” means any and all debts, none of whichliabilities and obligations, individually whether accrued or in the aggregatefixed, have had absolute or would reasonably be expected to have a Material Adverse Effectcontingent, known or unknown or matured or unmatured, including those arising under any Law and those arising under any Contract.

SEC Filings; Financial Statements. (a) The Company has filed made available to Parent all forms, registration statements, certificationsproxy statements and other statements, reports reports, schedules, forms and other documents filed by the Company with the SEC since March 31, 1999 (the "COMPANY SEC DOCUMENTS"). All statements, reports, schedules, forms and other documents required to be have been filed by it the Company with the SEC under Section 13since March 31, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-31999 have been so filed. As of the time it was filed with the SEC their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing), ): (i) each of the filed Company SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and, Act (as of the time they were filed, case may be); and (ii) none of the filed Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of (including related notes, if any) contained in the Company included in SEC Documents (the SEC Reports "COMPANY FINANCIAL STATEMENTS"): (collectively, the “Financial Statements”i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods covered (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain have contained footnotes and are were subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior adjustments which were not, or are not reasonably expected to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichbe, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectmaterial in amount), and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the periods covered thereby. For purposes of this Agreement, "COMPANY BALANCE SHEET" means that consolidated balance sheet of the Company and its consolidated subsidiaries as of March 31, 2001 set forth in the Company's Annual Report on Form 10-K filed with the SEC and the "COMPANY BALANCE SHEET DATE" means March 31, 2001.

SEC Filings; Financial Statements. (a) The Company has filed all forms, All statements, certificationsreports, reports schedules, forms and other documents required to be have been filed by it the Company with the SEC under Section 13since January 1, 14(a) and 15(d) 2012 have been so filed on a timely basis. As of the Exchange Act for the one year preceding the date of this Agreement and Agreement, none of the Company Subsidiaries is in compliance required to file any documents with General Instruction I.A.3 of Form S-3the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the filed Company SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and, Act (as of the time they were filed, case may be); and (ii) none of the filed Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from As used in this Agreement, the SEC staff with respect term “file” and variations thereof, when used in reference to the SEC Reports. To SEC, shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The financial statements There are no outstanding unresolved comments with respect to the Company or the Company SEC Documents noted in comment letters or other correspondence received by the Company or its attorneys from the SEC, and, to the knowledge of the Company, there are no pending (i) formal or informal investigations of the Company included by the SEC; or (ii) inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. Since January 1, 2012, there has been no material written complaint, allegation, assertion or claim that any Acquired Company has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. Since January 1, 2012, no current or former attorney representing any Acquired Company has reported in writing evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the SEC Reports Company or any of its officers, directors, employees or agents to the board of directors of the Company or any committee thereof or to any director or executive officer of the Company. (collectively, c) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the “Financial Statements”Exchange Act) comply sufficient in all material respects to provide reasonable assurances: (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States U.S. generally accepted accounting principles (“GAAP”); (ii) that transactions are executed only in accordance with the authorization of management; (iii) that access to assets that could have a material effect on the Company’s financial statements is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) sufficient in all material respects to ensure that all material information concerning the Acquired Companies is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents, and otherwise to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, to allow timely decisions regarding required disclosure and to make the required certifications in connection therein. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2014, and such assessment concluded that such controls were effective. Section 2.4(c) of the Disclosure Schedule lists, and the Company has Made Available to Parent copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures that are in effect as of the date of this Agreement. (d) The financial statements (including any related notes) contained in the Company SEC Documents filed on or after January 1, 2012, including the Company Financial Statements: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichadjustments that will not, individually or in the aggregate, have had be material in amount); and (iii) fairly present in all material respects the consolidated financial position of the Acquired Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Acquired Companies for the periods covered thereby (subject, with respect to unaudited interim statements, to normal and recurring year-end adjustments that will not, individually or would in the aggregate, be material in amount). (e) No Acquired Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among any Acquired Companies, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Securities Act)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any Acquired Companies in the Acquired Companies’ published financial statements or any of the Company’s SEC Documents. (f) Since January 1, 2012, the Company has disclosed to the Company’s outside auditors and the audit committee of the Company (and made copies of such disclosures available to Parent): (i) all “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 are reasonably be expected likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a Material Adverse Effectsignificant role in the Company’s internal controls over financial reporting. Since January 1, 2012, the Company has not received from its independent accountants any oral or written notification of any: (i) “significant deficiency” in the internal controls over financial reporting of the Company; (ii) “material weakness” in the internal controls over financial reporting of the Company; or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2. (g) To the knowledge of the Company, since January 1, 2012, no employee of any Acquired Company has provided or is providing information to any law enforcement agency regarding the possible commission of any crime or the violation or possible violation of any Legal Requirement of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (h) Each of the principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents, and the statements contained in such certifications are true and correct. For purposes of this Section 2.4(h), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. No Acquired Company has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company is in compliance in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (i) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K of the Exchange Act, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the Company’s code of ethics with respect to any such persons, as required by Section 406(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. To the knowledge of the Company, since January 1, 2012, there have been no material violations of provisions of the Company’s code of ethics by any such persons.

SEC Filings; Financial Statements. (a) The Company has filed all formsdelivered to Parent accurate and complete copies of each report, statements, certifications, reports registration statement (on a form other than Form S-8) and documents required to be definitive proxy statement (excluding copies of exhibits) filed by it the Company with the SEC under Section 13since October 30, 14(a) 1995 (the "Company SEC Documents"), including the Company's Registration Statement on Form S-1 filed with the SEC on October 30, 1995, and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3Company's prospectus contained therein. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the filed Company SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and, Act (as of the time they were filed, case may be); and (ii) none of the filed Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of (including any related notes) contained in the Company included in the SEC Reports Documents: (collectively, the “Financial Statements”i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichadjustments which will not, individually or in the aggregate, have had be material in amount), and (iii) fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (c) The Company has delivered to Parent an unaudited consolidated balance sheet of the Company and its subsidiaries as of September 30, 1996 (the "Company Unaudited Interim Balance Sheet"), and the related unaudited consolidated income statement, statement of stockholders' equity and statement of cash flows of the Company for the nine months then ended. The financial statements referred to in this Section 2.4(c): (i) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with the basis on which the financial statements referred to in Section 2.4(b) were prepared (except that the financial statements referred to in this Section 2.4(c) do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or would reasonably in the aggregate, be expected to have a Material Adverse Effectmaterial in amount), and (ii) fairly present the consolidated financial position of the Company and its subsidiaries as of September 30, 1996 and the consolidated results of operations and cash flows of the Company and its subsidiaries for the period covered thereby.

SEC Filings; Financial Statements. (a) The Company has filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section 13since June 22, 14(a) and 15(d) of the Exchange Act for the one year preceding 1995 through the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3(collectively, the "SEC REPORTS"). As of The SEC Reports (i) at the time it was filed with the SEC (or, if amended or superseded by a of their filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, andas the case may be, as of and the applicable rules and regulations thereunder and (ii) did not, at the time they were filed, none of the filed SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There The Subsidiaries are no outstanding not required to file any form, report or unresolved comments from other document with the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The Each of the financial statements of the Company included (including, in each case, any notes thereto) contained in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States generally accepted accounting principles (“"GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments") applied on a consistent basis throughout the periods therein specified indicated (unless except as may be indicated in the notes thereto), and each fairly presented in all material respects the financial position, results of operations and cash flows of the Company and its Subsidiaries, if any, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein). Except as set forth therein (subject, in the Financial Statements filed prior case of unaudited statements, to normal year-end adjustments and except that the date unaudited financial statements do not contain all of this Agreement, the footnote disclosures required by GAAP). (c) Neither the Company nor any Subsidiary has not incurred any liabilitiesliability of any nature (whether accrued, absolute, contingent or otherwise), except (i) those incurred liabilities and obligations disclosed pursuant to any other representation or warranty set forth in the ordinary course of businessthis Agreement, consistent with past practices since the date of such financial statements or (ii) debts, liabilities and obligations set forth in the Company Disclosure Schedule or which, because of the exceptions set forth in the other representations and warranties contained in this Agreement, are not required under GAAP to be reflected disclosed in the Financial StatementsCompany Disclosure Schedule in order to avoid a breach of any other representation or warranty contained in this Agreement, (iii) liabilities and obligations disclosed in either caseany SEC Report prior to the date hereof, none of including any Form 10-Q filed since December 31, 1996, and (iv) other liabilities and obligations which, after giving effect to the proceeds reasonably expected to be received from any insurance coverage, would not, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect. (d) The Company has heretofore furnished to Parent complete and correct copies of 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 Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, in a timely manner all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act or the Securities Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3hereof (the “SEC Reports”). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be) and, as of the latest time they were filed, amended, or superseded, as applicable, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As used in this Section 3.8, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. There are no material outstanding or unresolved comments in comments letters from the staff of the SEC staff with respect to any of the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods therein specified (unless otherwise noted therein)specified. Except as set forth in the Financial Statements filed prior to the date of this Agreementhereof, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has filed Made Available to Parent accurate and complete copies of all forms, registration statements, certificationsproxy statements, reports Company Certifications and other statements, reports, schedules, forms and other documents filed by the Company and each of its Subsidiaries with the SEC since November 15, 2017, including all amendments thereto (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to be have been filed by it the Company, each of its Subsidiaries and their respective Executive Officers with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the filed Company SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and, Act (as of the time they were filed, case may be); and (ii) none of the filed Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected: (A) in the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Company SEC Document; and (B) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the First Merger Effective Time, by the filing or furnishing of the applicable amending or superseding Company SEC Document. The certifications and statements relating to the Company SEC Documents required by: (1) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (2) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); or (3) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. There are no outstanding or unresolved comments from issued by the staff of the SEC staff with respect to any Company SEC Documents. As used in this Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC Reports. To the Company’s knowledge, none or any member of the SEC Reports are the subject of an ongoing SEC reviewits staff. (b) The financial statements Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Company Entities required to be disclosed by the Company in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of the Company included in the SEC Reports (collectivelydate of this Agreement, the “Financial Statements”) comply Company is in compliance in all material respects with the applicable accounting listing requirements of the New York Stock Exchange, and has not since November 15, 2017 received any written (or, to the Knowledge of the Company, verbal) notice asserting any non-compliance with the listing requirements of the New York Stock Exchange. (c) The financial statements (including any related notes) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods covered (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of Q, Form 8-K or any successor form under the SECExchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) applied on a consistent basis throughout fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods therein specified covered thereby. (unless otherwise noted therein). Except d) The Company maintains a system of internal controls over financial reporting (as set forth defined in Rules 13a-15(f) and 15d-15(f) under the Financial Statements filed prior Exchange Act) which is designed to provide reasonable assurance regarding the date reliability of this Agreementfinancial reporting and the preparation of financial statements for external purposes in accordance with GAAP, the Company has not incurred any liabilities, contingent or otherwise, except and includes those policies and procedures that: (i) those incurred pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the ordinary course transactions and dispositions of business, consistent with past practices since the date assets of such financial statements or the Company Entities; (ii) liabilities not required under provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP to be reflected and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company Entities that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2017, and such assessment concluded that, as of the date thereof, such controls were effective. To the Knowledge of the Company, since December 31, 2017, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the Financial Statementsdesign or operation of internal control over financial reporting utilized by any of the Company Entities that would be reasonably likely to adversely affect such Company Entity’s ability to record, in either caseprocess, none summarize and report financial information; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of which, individually the foregoing. (e) None of the Company Entities has any obligation or other commitment to become a party to any material “off-balance sheet arrangements” in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectfuture.

SEC Filings; Financial Statements. (a) The Since October 1, 2008 the Company has filed all registration statements, prospectuses, forms, reports, definitive proxy statements, certifications, reports schedules and documents required to be filed by it with under the SEC under Section 13, 14(a) and 15(d) of Securities Act or the Exchange Act for Act, as the one year preceding case may be, through the date hereof (collectively, the “Company SEC Filings”). Each Company SEC Filing (i) as of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (orits date, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, andas the case may be, as of and (ii) did not, at the time they were it was filed, none of the filed SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are As of the date of this Agreement, no outstanding or unresolved comments from the SEC staff with respect Company Subsidiary is subject to the SEC Reports. To the Company’s knowledge, none periodic reporting requirements of the SEC Reports are the subject of an ongoing SEC reviewExchange Act. (b) The financial statements Each of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of statements (including, in each case, any notes thereto) contained in the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all SEC Filings was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) GAAP applied on a consistent basis throughout the periods indicated, and each presented fairly the consolidated financial position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods indicated therein specified (unless otherwise noted therein). Except as set forth subject, in the Financial Statements filed prior case of unaudited statements, to the date of this Agreement, the Company has normal year-end adjustments which did not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichand would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect). The books and records of the Company and each Company Subsidiary have been, and are being, maintained in accordance with applicable legal and accounting requirements. (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and the Company Subsidiaries as of June 30, 2010 included in the Company Form 10-Q, including the notes thereto, none of the Company or any consolidated Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, except for liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2010 that would not, individually or in the aggregate, reasonably be expected to (i) prevent or materially delay consummation of the Merger, (ii) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or (iii) have a Company Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company Foilmark has timely filed and made available to Holopak all forms, statements, certifications, reports and documents SEC Documents required to be filed by it with Foilmark since January 1, 1994 or such later date as Foilmark first filed, or was first obligated to file, such SEC Documents (the "Foilmark SEC under Section 13, 14(aReports"). The Foilmark SEC Reports (i) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of at the time it was filed with the SEC (orfiled, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange ActSecurities Laws and other applicable Laws and (ii) did not, and, as of at the time they were filedfiled (or, none if amended or superseded by a filing, then on the date of the filed SEC Reports contained such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated in such Foilmark SEC Reports or necessary in order to make the statements in such Foilmark SEC Reports, in light of the circumstances under which they were made, not misleading. No Foilmark Subsidiary is required to file any SEC Documents. (b) Each of the Foilmark Financial Statements (including, in each case, any related notes) contained in the Foilmark SEC Reports, including any Foilmark SEC Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the Securities and Exchange Commission (the "SEC") with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except to the extent required by changes to GAAP or as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of Foilmark and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount or effect and any pro forma financial information contained in the Joint Proxy Statement/Prospectus on Form S-4 to be filed in connection with the Merger is not necessarily indicative of the consolidated financial position of Foilmark and the Foilmark Subsidiaries, as the case may be, as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated. (c) Since November 1, 1988, or the date of organization if later, Foilmark and each of its Subsidiaries has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Regulatory Authorities, including but not limited to financial reports filed with foreign governmental agencies. As of their respective dates, each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws. As of its respective date, each such report and document did not, in any material respect, contain any untrue statement of a material fact or omit 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. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of the Company included in the SEC Reports (collectivelyprovided, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or however, that to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes foregoing relates to facts or omission regarding Persons other than Foilmark and are subject its Affiliates, such representation and warranty is made to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse EffectFoilmark's Knowledge.

SEC Filings; Financial Statements. (a) The Company ValueVision has filed and made available to National Media all forms, statements, certifications, reports and documents filed or required to be filed by it ValueVision with the SEC under Section 13since January 1, 14(a1995 (collectively, the "ValueVision SEC Reports"). Except as set forth on the ValueVision Disclosure Schedule, the ValueVision SEC Reports (i) and 15(d) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act for Act, as the one year preceding the date of this Agreement case may be, and is in compliance with General Instruction I.A.3 of Form S-3. As of (ii) did not at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such ValueVision SEC Reports or necessary in order to make the statements thereinin such ValueVision SEC Reports, in the light of the circumstances under which they were made, not misleading. There are no outstanding None of ValueVision's Subsidiaries is required to file any forms, reports or unresolved comments from other documents with the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The Each of the consolidated financial statements of the Company included (including, in each case, any related notes) contained in the ValueVision SEC Reports (collectively, the “Financial Statements”) comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in effect at the time notes to such financial statements or, in the case of filing (or to unaudited statements, in conformity with the extent corrected by a subsequent restatementrequirements of Form 10-Q under the Exchange Act) and fairly present presented in all material respects the consolidated financial position of the Company ValueVision and its Subsidiaries as of the dates indicated, and the consolidated results of its operations and cash flows for the periods therein specifiedindicated, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has adjustments which were not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities are not required under GAAP expected to be reflected material in amount. The audited balance sheet of ValueVision as of January 31, 1997 is referred to herein as the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect"ValueVision Balance Sheet."

SEC Filings; Financial Statements. (a) The Company Seller has filed and made available to Buyer all forms, statements, certifications, reports and documents required to be filed by it Seller with the SEC under Section 13since May 14, 14(a1996 (collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) and 15(d) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act for Act, as the one year preceding the date of this Agreement case may be, and is in compliance with General Instruction I.A.3 of Form S-3. As of (ii) did not at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Seller SEC Reports or necessary in order to make the statements thereinin such Seller SEC Reports, in the light of the circumstances under which they were made, not misleading. There are no outstanding None of Seller's Subsidiaries is required to file any forms, reports or unresolved comments from other documents with the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The Each of the consolidated financial statements of the Company included (including, in each case, any related notes) contained in the Seller SEC Reports (collectively, the “Financial Statements”) comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedthereto, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Seller and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, and except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has adjustments which were not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities and are not required under GAAP expected to be reflected material in amount. The unaudited balance sheet of Seller as of May 2, 1999 is referred to herein as the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect"Seller Balance Sheet."

SEC Filings; Financial Statements. (a) The Company has filed all registration statements, prospectuses, forms, statementsreports, certifications, reports statements and other documents required to be filed by it with the SEC under Section 13since January 1, 14(a2011 (collectively, the “Company SEC Reports”). The Company SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, (i) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (orcomplied, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects respects, with the applicable requirements of the Securities Act or the Exchange Act, andas the case may be, as of and (ii) did not, at the time they were filed, none or, if amended prior to the date hereof, as of the filed SEC Reports contained date of such amendment, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding No Company Subsidiary is required to file or unresolved comments furnish any forms, reports, statements or other documents with the SEC. The Company has provided or made available to Parent copies of all correspondence sent to or received from the SEC staff with respect to by the SEC ReportsCompany or any Company Subsidiary or their respective counsel or accountants on behalf of the Company since January 1, 2011. To the Company’s knowledge, none knowledge of the SEC Reports are Company, as of the date hereof, the Company is not the subject of an ongoing review by the SEC, an outstanding SEC reviewcomment or outstanding SEC investigation. (b) The Each of the consolidated financial statements of (including, in each case, any notes thereto) contained in the Company included in the SEC Reports (collectivelywas prepared in accordance, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedrespects, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein specified (unless except as otherwise noted thereintherein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments as permitted by GAAP and the applicable rules and regulations of the SEC, which are not, in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole). . (c) Except as set forth and to the extent reflected on the consolidated balance sheet of the Company and the consolidated Company Subsidiaries as of December 31, 2011 included in the Financial Statements filed Company SEC Reports, including the notes thereto (the “2011 Balance Sheet”), neither the Company nor any Company Subsidiary has any material Liability except for Liabilities (i) incurred in the ordinary course of business consistent with past practice since December 31, 2011 or (ii) permitted or contemplated by this Agreement. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the Company SEC Reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. (e) The Company maintains a standard system of accounting established and administered in accordance with GAAP. The Company and the Company Subsidiaries maintain a system of internal control over financial reporting sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board and on Section 3.07(e) of the Disclosure Letter (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, in each case that are within the knowledge of the Company based upon its most recent evaluation of internal control over financial reporting prior to the date of this Agreement. (f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company has not incurred or any liabilities, contingent or otherwise, except (i) those incurred of the Company Subsidiaries in the ordinary course of business, consistent with past practices since the date of Company’s or such Company Subsidiary’s published financial statements or other Company SEC Reports. (iig) liabilities not Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under GAAP the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to be reflected the Company SEC Reports, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Financial Statements▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of the Company Subsidiaries has outstanding (nor has arranged or modified since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of the Company Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and corporate governance rules of the NYSE, in either case, none of which, individually or in the aggregate, have had or except for any non-compliance that would reasonably be expected to have not constitute a Material Adverse Effect.

SEC Filings; Financial Statements. (a) The As used herein, the “Company has filed SEC Documents” means all reports, schedules, forms, statementsstatements and other documents filed or furnished, certificationsas applicable, reports by the Company under the Securities Exchange Act of 1934 (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, including the exhibits thereto and documents required to be filed incorporated by it with reference therein during the SEC under Section 13period commencing December 31, 14(a) 2014 and 15(d) of the Exchange Act for the one year preceding ending on the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3hereof. As of the time it was filed with the SEC (ortheir respective filing dates, if amended or superseded by a filing prior to the date true, correct and complete copies of this Agreement, then on the date of such filing), each of the filed SEC Reports Documents are available on the SEC’s ▇▇▇▇▇ system. The Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and, as Act and the rules and regulations of the time they were Securities and Exchange Commission (the “SEC”) promulgated thereunder, and none of these Company SEC Documents, when filed, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, made not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none As of the SEC Reports are date of filing, the subject of an ongoing SEC review. (b) The consolidated financial statements of contained in the Company included in the SEC Reports Documents: (collectively, the “Financial Statements”i) comply complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (applicable in the United States applied on a consistent basis throughout the periods covered, except as otherwise noted therein, may be indicated in the notes to such financial statements and (in the case of unaudited financial statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments; and (iii) applied on a consistent basis throughout fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations cash flows and the changes in shareholders’ equity of the Company and its subsidiaries for the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. (a) The Company Brainworks has filed delivered or made available to the LLC accurate and complete copies of all forms, registration statements, certificationsproxy statements and other statements, reports reports, schedules, forms and other documents filed by Brainworks with the SEC since January 1, 2001, and all amendments thereto (the "Brainworks SEC Documents"). Except as set forth in Part 3.4(a) of the Brainworks Disclosure Schedule, all statements, reports, schedules, forms and other documents required to be have been filed by it Brainworks with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the filed Brainworks SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and, Act (as of the time they were filed, case may be); and (ii) none of the filed Brainworks SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of the Company included (including any related notes) contained in the Brainworks SEC Reports Documents: (collectively, the “Financial Statements”i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichadjustments that will not, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectmaterial in amount), and (iii) fairly present the consolidated financial position of the Brainworks and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Brainworks and its consolidated subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. As used herein, the “Company SEC Documents” means all reports, schedules, forms, statements and other documents filed or furnished, as applicable, by the Company under the Securities Exchange Act of 1934, as amended (athe “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, including the exhibits thereto and documents incorporated by reference therein. The Company has filed all formsSEC Documents as required on a timely basis and as of their respective filing dates, statementsthe Company SEC Documents since December 31, certifications, reports and documents required to be filed by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports 2015 complied in all material respects with the applicable requirements of the Exchange Act, and, as Act and the rules and regulations of the time they were Securities and Exchange Commission (the “SEC”) promulgated thereunder, and none of these Company SEC Documents, when filed, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, made not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The consolidated financial statements of contained in the Company included in the SEC Reports Documents since December 31, 2015: (collectively, the “Financial Statements”i) comply complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (applied on a consistent basis throughout the periods covered, except as otherwise noted therein, and in the case of unaudited financial statements, statements as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments; and (iii) applied on a consistent basis throughout fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations cash flows and the changes in shareholders’ equity of the Company and its subsidiaries for the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectcovered thereby.

SEC Filings; Financial Statements. (a) The Company has made available to Parent a correct and complete copy of each report, schedule, registration statement (but only such registration statements that have become effective prior to the date hereof) and definitive proxy statement filed by the Company with the SEC on or since January 1, 2002 and prior to the date of this Agreement (the "Company SEC Reports"), which are all the forms, statements, certifications, reports and documents required to be filed by it the Company with the SEC under Section 13since such date; provided that, 14(a) and 15(d) if the Company amends any of the Exchange Act for Company SEC Reports, such amendment shall not mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. As of their respective dates, the one year preceding Company SEC Reports and any forms, reports and other documents filed by the Company with the SEC after the date of this Agreement and is (i) complied or will comply in compliance all material respects with General Instruction I.A.3 of Form S-3. As the requirements of the time it was filed with Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (or, ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of ) or will not at the time they were filed, none of the are filed SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. There are , provided, however, that no outstanding or unresolved comments from the SEC staff representation is made with respect to information included in the Company SEC ReportsReports that was provided in writing by Parent or Sub. To None of the Company’s knowledge, none of 's subsidiaries is required to file any reports or other documents with the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The Each of the consolidated financial statements of (including, in each case, any related notes thereto) contained in the Company included in the SEC Reports (collectively, the “Financial Statements”) comply 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, had been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as in effect at permitted by Form 10-Q or the time of filing (or to Exchange Act regulations promulgated by the extent corrected by a subsequent restatement) SEC), and each fairly present in all material respects presented the consolidated financial position of the Company and its consolidated subsidiaries in all material respects as of at the respective dates indicated, thereof and the consolidated results of its operations and cash flows for the periods therein specifiedindicated (subject, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may to normal audit adjustments which were not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichexpected, individually or in the aggregate, have had or would reasonably to be expected to have a Material Adverse Effectmaterial in amount).

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for or the one year preceding Securities Act since June 24, 2021 (the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3“SEC Reports”). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be) and, as of the time they were filed, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding As used in this Section 3.8, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or unresolved comments from the SEC staff with respect information is furnished, supplied or otherwise made available to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods therein specified (unless otherwise noted therein)specified. Except as set forth in the Financial Statements filed prior to the date of this Agreementand/or SEC Reports, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either casestatements, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. a. The Parent has made available to the Seller, upon request of the Seller, accurate and complete copies (aexcluding copies of exhibits) The Company has filed all formsof each report, statements, certifications, reports registration statement and documents required to be definitive proxy statement filed by it the Parent with the SEC under Section 13U.S. Securities Exchange Commission (the “SEC”) between December 31, 14(a) 2004 and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3(the “Parent SEC Documents”). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), ): (i) each of the filed Parent SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act, and, Act of 1934 (as of the time they were filed, case may be); and (ii) none of the filed Parent SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are . b. Between the date of the most recently filed Parent SEC Document and the date of this Agreement, there has been no outstanding material adverse change in the Parent’s affairs that has not been disclosed in the Parent's SEC Documents, provided, however, that for purposes of determining whether there shall have been any such material adverse change, (i) any adverse change resulting from or unresolved comments relating to worldwide general business or economic conditions shall be disregarded, (ii) any adverse change resulting from or relating to conditions generally affecting the SEC staff with respect industry in which Parent competes shall be disregarded, and (iii) any adverse change to the SEC Reports. To the Company’s knowledge, none stock price of the SEC Reports are the subject of an ongoing SEC reviewParent’s Common Stock, as quoted on any nationally recognized stock quotation system, shall be disregarded. (b) c. The consolidated financial statements of the Company included contained in the Parent's SEC Reports Documents: (collectively, the “Financial Statements”i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (applied on a consistent basis throughout the periods covered, except as otherwise noted therein, may be indicated in the notes to such financial statements and (in the case of unaudited financial statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments; and (iii) applied on a consistent basis throughout fairly present the consolidated financial position of the Parent and its subsidiaries as of the respective dates thereof and the consolidated results of operations of the Parent and its subsidiaries for the periods therein specified (unless otherwise noted therein). Except covered thereby. d. The Parent qualifies as set forth in a registrant whose securities may be resold pursuant to Form S-1 or SB-2 promulgated by the Financial Statements filed prior SEC pursuant to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse EffectSecurities Act.

SEC Filings; Financial Statements. UBSH and ANCX each represents and warrants to the other that: (ai) The Company It has filed or furnished all formsreports, registration statements, certificationsproxy statements, reports offering circulars, schedules and other documents required to be filed or furnished by it it, together with any amendments required to be made with respect thereto (collectively, the “SEC Reports”), with the SEC since December 31, 2014 under Section 13the Securities Act, 14(a) and 15(d) of the Exchange Act for and the one year preceding S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and, to the date extent such SEC Reports are not available on the SEC’s Electronic Data Gathering Analysis and Retrieval system (“E▇▇▇▇”), made available to the other party copies of this Agreement such SEC Reports. Its SEC Reports, including the financial statements, exhibits and is schedules contained therein, (A) at the time filed, complied in compliance all material respects with General Instruction I.A.3 of Form S-3. As the applicable requirements of the Securities Act and the Exchange Act, and (B) at the time it was they were filed with the SEC (or, or if amended or superseded by a filing another SEC Report filed prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained ) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinmade in such SEC Reports, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (bii) The Each of its financial statements of contained in or incorporated by reference into any SEC Reports, including the Company included in the SEC Reports related notes, where applicable (collectively, the “Financial Statements”) comply complied in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the SEC Exchange Act with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and thereto, fairly present presented in all material respects the consolidated financial position of it and its Subsidiaries as at the Company as of the respective dates indicated, and the consolidated results of its operations and cash flows for the periods therein specifiedindicated, all in each case in accordance with United States generally accepted accounting principles in the United States of America (“GAAP”) (consistently applied during the periods indicated, except in each case as otherwise may be noted therein, and subject to normal year-end audit adjustments and as permitted by Form 10-Q in the case of unaudited financial statements. (iii) It and each of its Subsidiaries has devised and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary (1) to permit the preparation of financial statements in conformity with GAAP consistently applied with respect to institutions such as such party or other criteria applicable to such financial statements, and (2) to maintain proper accountability for items therein; (C) access to its and its Subsidiaries’ properties and assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate actions taken with respect to any differences. (iv) Its “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information required to be disclosed by it in its SEC Reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of its chief executive officer and chief financial officer required under the Exchange Act with respect to such reports. It has disclosed, based on its most recent evaluation prior to the date hereof, to its auditors and the audit committee of its Board of Directors and on Section 3.2(f)(iv) of its Disclosure Letter (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect its ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. These disclosures were made in writing by management to its auditors and the audit committee of its Board of Directors and a copy has previously been made available to the other party. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustmentsdate hereof. (v) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the Company has not incurred SEC staff with respect to its SEC Reports. (vi) None of the information supplied or to be supplied by it or its Subsidiaries or any liabilities, contingent Affiliate thereof for inclusion or otherwise, except (i) those incurred by incorporation by reference in the ordinary course Registration Statement will, when supplied or when the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act (or when incorporated by reference), be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. The portions of business, consistent the Registration Statement and the Joint Proxy Statement relating to it and its Subsidiaries and other portions within the reasonable control of it and its Subsidiaries will comply as to form in all material respects with past practices since the date requirements of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in Exchange Act and the aggregate, have had or would reasonably be expected to have a Material Adverse Effectrules and regulations thereunder.

SEC Filings; Financial Statements. (a) The Company has filed all forms, statementsreports, certificationsschedules, reports statements and other documents required to be filed by it with the SEC under Section 13since January 1, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior 1997 to the date hereof (collectively, as supplemented and amended since the time of this Agreementfiling, then on the date of such filing), each of "COMPANY SEC REPORTS") with the filed SEC. The Company SEC Reports complied (i) were prepared in all material respects with the all applicable requirements of the Securities Act and the Exchange Act, and, as of the case may be and (ii) did not at the time they were filed, none of the filed SEC Reports contained contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding The representation in clause (ii) of the preceding sentence does not apply to any misstatement or unresolved comments from the omission in any Company SEC staff with respect Report filed prior to the date of this Agreement which was superseded by a subsequent Company SEC ReportsReport filed prior to the date of this Agreement. To the Company’s knowledge, none No Subsidiary of the SEC Reports are Company is required to file any report, form or other document with the subject of an ongoing SEC reviewSEC. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in the such Company SEC Reports (collectively, the “Financial Statements”"FINANCIAL STATEMENTS") comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout during the periods therein specified involved (unless except as may be otherwise noted thereinindicated in the notes thereto) and present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its Subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated (except, in the case of all such financial statements that are interim financial statements, for footnotes and normal year-end adjustments). Except . (c) Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether absolute, accrued, unmatured, contingent or otherwise whether due or to become due, known or unknown, or any unsatisfied judgments or any leases of personalty or realty or unusual or extraordinary commitments that are required to be disclosed under United States generally accepted accounting principles, except (i) as set forth in the Financial Statements filed prior to the date Company SEC Reports or in Section 3.6(c) of this Agreement, the Company has Disclosure Letter, (ii) the liabilities recorded on the Company's consolidated balance sheet at September 30, 1999 (the "BALANCE SHEET") included in the financial statements referred in Section 3.6(a) hereof and the notes thereto, (iii) liabilities or obligations incurred since September 30, 1999 (whether or not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, business and consistent with past practices since the date of such financial statements or (iipractice) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of whichthat would not, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect, or (iv) liabilities that would not be required by United States generally accepted accounting principles to be disclosed in financial statements or in the notes thereto and that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Since December 31, 2012, the Company has filed or furnished on a timely basis all forms, statementsreports, certificationsschedules, reports statements and other documents with the SEC that have been required to be filed by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding applicable Laws prior to the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3hereof. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this AgreementAgreement Date, then on the date of such filing), ): (i) each of the filed Company SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and, Act (as of the time they were filed, case may be); and (ii) none of the filed Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading in any material respect. There are no outstanding or unresolved comments from The certifications and statements required by Rule 13a-14 under the SEC staff with respect Exchange Act, and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act relating to the Company SEC Reports. To the Company’s knowledgeDocuments are accurate and complete, none and complied as to form and content with all applicable Laws as of the SEC Reports are date of such filing (or, if amended or superseded by a filing prior to the subject Agreement Date, then on the date of an ongoing SEC reviewsuch filing). (b) The audited consolidated financial statements of the Company included and its consolidated Subsidiaries contained in the Company SEC Reports Documents: (collectively, the “Financial Statements”i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with respect thereto GAAP throughout the periods covered (except as may be indicated in effect at the time of filing notes to such financial statements); and (or to the extent corrected by a subsequent restatementiii) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates indicated, thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods therein specifiedcovered thereby, all in accordance with United States generally accepted accounting principles (GAAP. For purposes of this Agreement, “GAAP”) (except Company Balance Sheet” means that consolidated balance sheet of the Company and its consolidated Subsidiaries as otherwise noted thereinof December 31, and 2014 set forth in the case of unaudited financial statements, as permitted by Company’s Annual Report on Form 10-Q of K filed with the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement“Company Balance Sheet Date” means December 31, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect2014.

SEC Filings; Financial Statements. (a) The Company has timely filed and made available to Parent all forms, statementsreports, certificationsschedules, reports statements and documents other documents, including any exhibits thereto, required to be filed by it the Company with the SEC under Section 13since Sep- tember 26, 14(a1998 (collectively, the "Company SEC Reports"). The Company SEC Reports (i) and 15(d) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act for Act, as the one year preceding the date of this Agreement case may be, and is in compliance with General Instruction I.A.3 of Form S-3. As of (ii) did not at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To None of the Company’s knowledge's Subsidiaries are required to file any forms, none of reports, schedules, statements or other documents with the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The Each of the consolidated financial statements of (including, in each case, any related notes), contained in the Company included in the SEC Reports, including any Company SEC Reports (collectivelyfiled after the date of this Agreement until the Closing, the “Financial Statements”) comply complied, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto thereto, was prepared in accordance with generally accepted accounting principles ("GAAP") (except as may be indicated in effect at the time of filing (or to notes thereto) applied on a consistent basis throughout the extent corrected by a subsequent restatement) periods involved and fairly present in all material respects presented the consolidated financial position of the Company and its Subsidiaries as of at the respective dates indicated, and the consolidated results of its operations and cash flows for the periods therein specifiedindicated, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein)adjustments which were not or are not expected to be material in amount. Except as set forth in the Financial Statements filed prior to the date The unaudited balance sheet of this Agreement, the Company has not incurred any liabilitiesas of March 27, contingent or otherwise, except (i) those incurred in 1999 is referred to herein as the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect"Company Balance Sheet."

SEC Filings; Financial Statements. (a) The Company Viking has filed and made available to Depot all forms, statements, certifications, reports and documents required to be filed by it Viking with the SEC under Section 13since January 1, 14(a1995 other than registration statements on Form S-8 (collectively, the "Viking SEC Reports"). The Viking SEC Reports (i) and 15(d) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act for Act, as the one year preceding the date of this Agreement case may be, and is in compliance with General Instruction I.A.3 of Form S-3. As of (ii) did not at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Viking SEC Reports or necessary in order to make the statements thereinin such Viking SEC Reports, in the light of the circumstances under which they were made, not misleading. There are no outstanding None of Viking's Subsidiaries is required to file any forms, reports or unresolved comments from other documents with the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The Each of the consolidated financial statements of the Company included (including, in each case, any related notes) contained in the Viking SEC Reports (collectively, the “Financial Statements”) comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedthereto, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as otherwise noted thereinmay be indicated in the notes to such financial statements or, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) and fairly presented the consolidated financial position of Viking and its Subsidiaries as of the dates and the consolidated results of its operations and cash flows for the periods indicated, and except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has adjustments which were not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities are not required under GAAP expected to be reflected material in amount. The audited balance sheet of Viking as of June 27, 1997 is referred to herein as the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect"Viking Balance Sheet."

SEC Filings; Financial Statements. (a) The Company Phoenix has timely filed all forms, statements, certifications, reports and documents SEC Documents required to be filed by it Phoenix since June 9, 1999 (together with all such SEC Documents filed, whether or not required to be filed the "Phoenix SEC Reports"). The Phoenix SEC Reports (i) at the time filed, complied in all material respects with the SEC under Section 13, 14(a) and 15(d) applicable requirements of the Exchange Act for the one year preceding the date of this Agreement Securities Laws and is in compliance with General Instruction I.A.3 of Form S-3. As of other applicable Laws and (ii) did not, at the time it was they were filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing)filing or, each in the case of registration statements, at the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained effective date thereof) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Phoenix SEC Reports or necessary in order to make the statements thereinin such Phoenix SEC Reports, in light of the circumstances under which they were made, not misleading. There are no outstanding No Phoenix Subsidiary files, or unresolved comments from the is required to file, any SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewDocuments. (b) The financial statements Each of the Company included Phoenix Financial Statements (including, in each case, any related notes) contained in the Phoenix SEC Reports, including any Phoenix SEC Reports (collectivelyfiled after the date of this Agreement until the Effective Time, the “Financial Statements”) comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedthereto, and the results of its operations and cash flows for the periods therein specified, all was prepared in accordance with United States generally accepted accounting principles (“GAAP”) GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted therein, and in the case of unaudited financial interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of Phoenix and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has adjustments which were not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities are not required under GAAP expected to be reflected material in the Financial Statements, in either case, none of which, individually amount or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effecteffect.

SEC Filings; Financial Statements. (a) The Since January 1, 2020, the Company has timely filed or furnished all material reports, schedules, forms, statements, certifications, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed Company with the SEC (orthe “Company SEC Documents”). As of their respective dates, if amended or superseded by a filing prior the Company SEC Documents complied as to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied form in all material respects with the applicable requirements of the Exchange Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and, as except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of the time they were filedthis Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed SEC Reports or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none No Subsidiary of the SEC Reports are Company is required to file or furnish any forms, reports or other documents with the subject of an ongoing SEC reviewSEC. (b) The consolidated financial statements of (including any related notes and schedules) contained or incorporated by reference in the Company included SEC Documents (except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Reports Document): (collectively, the “Financial Statements”i) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing applicable thereto; (or to the extent corrected by a subsequent restatementii) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as otherwise noted thereinmay be indicated in the notes to such financial statements or as permitted by Regulation S-X, and or, in the case of unaudited financial statements, as permitted by Form 10-Q Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly present, in all material respects, the financial position of the SECCompany and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby (subject, and except that in the case of the unaudited financial statements may not contain footnotes and are subject statements, to normal and recurring year-end adjustmentsadjustments that are not, individually or in the aggregate, material). No financial statements of any Person other than the Subsidiaries of the Company are required by GAAP to be included in the consolidated financial statements of the Company. Since January 1, 2020, there has been no material change to the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes thereto. (c) applied The Company maintains, and at all times since January 1, 2020 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company in all material respects; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on a consistent basis throughout the periods therein specified (unless otherwise noted therein)financial statements. Except as set forth in the Financial Statements Company SEC Documents filed prior to the date of this Agreement, since January 1, 2020, neither the Company nor, to the knowledge of the Company, the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (B) any illegal act or fraud, whether or not incurred material, that involves the management or other employees of the Company; or (C) any liabilitiesclaim or allegation regarding any of the foregoing. (d) The Company maintains, contingent and at all times since January 1, 2020 has maintained, disclosure controls and procedures required by Rule 13a-15 or otherwise15d-15 under the Exchange Act that are designed to provide reasonable assurance that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, except processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (e) No Acquired Corporation is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or other Company SEC Documents. (f) Since January 1, 2020, there has been no material correspondence between the SEC and the Company that is not set forth or reflected in the Company SEC Documents. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (g) Each document required to be filed by the Company with the SEC in connection with the Merger (the “Company Disclosure Documents”) (including the Proxy Statement), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to statements made or incorporated by reference in any Company Disclosure Document based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Company Disclosure Documents. (h) The Company has been and is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (and the rules and regulations promulgated thereunder) and the applicable listing and other rules and regulations of NYSE. (i) those incurred in Section 2.4(i) of the ordinary course Company Disclosure Letter contains a true, correct and complete list of business, consistent with past practices since all Indebtedness of the Acquired Corporations as of the date of such financial statements or (ii) liabilities not required under GAAP to be hereof, other than Indebtedness reflected in the Financial Statements, in either case, none of which, individually Balance Sheet or otherwise included in the aggregate, have had or would reasonably be expected to have a Material Adverse EffectCompany SEC Documents.

SEC Filings; Financial Statements. (a) The Company Stone has filed all required reports, schedules, forms, statements, certifications, reports statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since December 31, 1994 (the "Stone SEC under Section 13Reports"). (b) As of its filing date, 14(a) and 15(d) of each Stone SEC Report filed pursuant to the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect , except to the extent that such statements have been modified or superseded by a later filed Stone SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC reviewReport. (bc) Each Stone SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act as of the date such registration statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent that such statements have been modified or superseded by a later filed Stone SEC Report. (d) The consolidated financial statements of the Company included (including, in each case, any related notes) contained in the Stone SEC Reports (collectively, the “Financial Statements”) comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in effect at the time notes to such financial statements or, in the case of filing (or to the extent corrected by a subsequent restatement) unaudited statements, as permitted for presentation in Quarterly Reports on Form 10-Q), and fairly present presented in all material respects (subject in the case of unaudited statements to normal, recurring audit adjustments) the consolidated financial position of Stone and its Subsidiaries as at the Company as of the respective dates indicated, and the consolidated results of its operations and cash flows for the periods therein specifiedindicated. The audited balance sheet of Stone as of December 31, all in accordance with United States generally accepted accounting principles (“GAAP”) (except 1997 is referred to herein as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect"Stone Balance Sheet".

SEC Filings; Financial Statements. (a) The Company has filed and has, within the past two years, timely filed (subject to 12b-25 filings with respect to certain periodic filings) all reports, schedules, forms, statements, certifications, reports statements and other documents required to be filed by it with the SEC under Section 13, 14(a) and 15(d) pursuant to the reporting requirements of the Securities Exchange Act for of 1934, as amended (the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As “Exchange Act”) (all of the time it was foregoing and all other documents filed with the SEC (or, if amended or superseded by a filing prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the “SEC Filings”). The SEC Filings are available to the Subscribers via the SEC’s ▇▇▇▇▇ system. As of this Agreementtheir respective dates, then on the date of such filing), each of the filed SEC Reports Filings complied in all material respects with the applicable requirements of the Exchange ActAct and the rules and regulations of the SEC promulgated thereunder, andand none of the SEC Filings, as of at the time they were filedfiled with the SEC, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from As of their respective dates, the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The audited financial statements of the Company included in the Company’s SEC Reports Filings for the two year period ended December 31, 2016, and any subsequent unaudited interim financial statements included in the Company’s SEC Filings (collectively, the “Financial Statements”) comply present fairly, in all material respects with applicable accounting requirements and respects, the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, specified and the results of its operations and cash flows for the periods therein specified, all covered thereby. Such financial statements and related notes were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein)indicated, except that the unaudited financial statements omit full notes, and except for normal year-end adjustments. Except as set forth in the Financial Statements filed prior to As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of this Agreement, the Company has not incurred SEC with respect to any liabilities, contingent or otherwise, except (i) those incurred in of the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse EffectSEC Filings.

SEC Filings; Financial Statements. (a) The Company Acquiror, and each Acquiror Subsidiary required to file, has filed all forms, statementsreports, certifications, reports statements and other documents required to be filed by it with the SEC under Section 13since May 28, 14(a) 1998, and 15(d) of has heretofore furnished to the Exchange Act for Company, in the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was form filed with the SEC since such date, together with any amendments thereto, all of its (ori) Annual Reports on Form 10-K; (ii) Quarterly Reports on Form 10-Q; (iii) proxy statements relating to meetings of stockholders (whether annual or special); (iv) reports on Form 8-K; and (v) other reports or registration statements filed by Acquiror and such Acquiror Subsidiaries (collectively, if amended or superseded by a the "Acquiror SEC Reports"). As of their respective filing prior dates, --------------------- the Acquiror SEC Reports: (x) complied as to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, and, as of the time they were filed, none of the filed SEC Reports contained applicable; and (y) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The audited consolidated financial statements and unaudited interim financial statements of Acquiror (including the Company included notes and schedules thereto) contained or incorporated by reference in the Acquiror SEC Reports (collectively, the “"Acquiror Financial Statements”") comply complied in all material respects with ----------------------------- applicable GAAP accounting requirements and with the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and thereto. The Acquiror Financial Statements present fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, Acquiror and the Acquiror Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows of Acquiror and the Acquiror Subsidiaries for the periods therein specifiedindicated, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) GAAP applied on a consistent basis throughout the periods therein specified involved (unless otherwise except as may be noted therein). Except as set forth ) and subject in the Financial Statements filed prior to the date case of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such interim financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectnormal year-end adjustments.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, statementsreports, certificationsdocuments, reports proxy statements and documents exhibits required to be filed by it with the SEC under Section 13since September 30, 14(a2002 (collectively, the “Company SEC Reports”). The Company SEC Reports (i) and 15(d) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act for Act, as the one year preceding the date of this Agreement and is case may be, as in compliance with General Instruction I.A.3 of Form S-3. As of effect at the time it was they were filed with the SEC (or, if in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) and (ii) did not at the time they were filed (or, 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 Company SEC Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To None of the Company’s knowledgeSubsidiaries is required to file any form, none of report, proxy statement or other document with the SEC Reports are the subject of an ongoing SEC reviewSEC. (b) The consolidated financial statements of contained in the Company included in the SEC Reports (collectivelycomplied, as of their respective dates of filing with the “Financial Statements”) comply SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicatedthereto, and the results of its operations and cash flows for the periods therein specified, all were prepared in accordance with United States generally accepted accounting principles GAAP (“GAAP”) (except as otherwise noted thereinexcept, and in the case of unaudited financial consolidated quarterly statements, as permitted by Form 10-Q under the Exchange Act and except as may be indicated in the notes thereto) and fairly presented, in all material respects, the consolidated financial position of the SECCompany and its Subsidiaries as of the respective dates thereof and the consolidated statements of operations and cash flows of the Company for the periods indicated, and except that in the case of unaudited quarterly financial statements may not contain footnotes and that were or are subject to normal and recurring non-material year-end adjustments. (c) applied Except for those liabilities and obligations that are reflected or reserved against on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth balance sheet contained in the Financial Statements filed prior Company’s Annual Report on Form 10-K for the year ended October 2, 2005 (the “Company 2005 Form 10-K”) or in the footnotes to the date of this Agreementsuch balance sheet, neither the Company nor any of its Subsidiaries has not incurred any liabilitiesmaterial liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise) of a nature required to be disclosed on a consolidated balance sheet or in the related notes to the consolidated financial statement prepared in accordance with GAAP, except for liabilities or obligations incurred (i) those incurred since October 2, 2005 in the ordinary course of business, business consistent with past practices since the date of such financial statements practice or (ii) liabilities not required in connection with this Agreement. (d) The Company is in compliance with, and has complied, in all material respects with, the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated under GAAP such Act or the Exchange Act (collectively, “▇▇▇▇▇▇▇▇-▇▇▇▇▇”). The Company has previously made available to be reflected Parent and Merger Sub copies of all certificates delivered by officers and employees of the Company, including the Company’s principal executive officer, principal financial officer and principal accounting officer, to the Company Board or any committee thereof pursuant to the certification requirements relating to the Company 2005 Form 10-K. The management of the Company has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company and its Subsidiaries is made known to the management of the Company by others within those entities and (ii) disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the Financial Statementsdesign or operation of internal controls (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to materially affect the Company’s ability to record, process summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who, in either each case, none of which, individually or have a significant role in the aggregate, have had or would reasonably be expected to have a Material Adverse EffectCompany’s internal controls.

SEC Filings; Financial Statements. (a) The During the last twelve months, and except to the extent that the failure to do so would not be reasonably likely to have a Material Adverse Effect, the Company has filed all forms, reports, registration statements, certificationsprospectuses, reports schedules, statements and documents documents, including the exhibits thereto, required to be filed by it the Company with the SEC U. S. Securities and Exchange Commission ("SEC") under Section 13the Securities Act or the Exchange Act, 14(a) and 15(d) of including without limitation the Exchange Act for Filings (these forms, reports, registration statements, prospectuses, schedules, statements and documents, including the one year preceding exhibits thereto, are referred to collectively as "Company SEC Reports"). Each Company SEC Report (i) at the date of this Agreement and is time filed complied in compliance all material respects with General Instruction I.A.3 of Form S-3. As the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and (ii) did not at the time it was filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Report or necessary in order to make the statements thereinin such Company SEC Report, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect The Company shall be deemed for all purposes to have disclosed to GEAG, a reasonable period of time prior to the execution of this Agreement, all information contained in the Company SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The Each of the consolidated financial statements (including, in each case, any related notes) contained in the Company SEC Reports, as of the date of the applicable Company included in the SEC Reports Report (collectively, the “"Company SEC Financial Statements”") comply complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto thereto, were prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in effect at the time notes to such financial statements or in the Company SEC Reports or, in the case of filing (or to unaudited interim financial statements, as permitted by Form 10-QSB of the extent corrected by a subsequent restatementSEC) and fairly present in all material respects presented the consolidated financial position of the Company and its subsidiaries as of the dates indicated, and the consolidated results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effectindicated.