Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Company has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNM, as the case may be, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (a) The Company has timely filed made --------------------------------- all forms, reports, statements and documents filings required to be filed by it (A) made under the Exchange Act with the SEC since June 11December 31, 1998 1996 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing"SEC Filings"). As of their respective dates, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared SEC ----------- Filings complied as to form in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act or the rules and regulations of the NNM-------------- Act, as the case may be, and (ii) the rules and regulations of the SEC promulgated thereunder applicable to such SEC Filings, and the SEC Filings did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred The financial statements set forth in the SEC Filings comply as to in clause (B) of this paragraph was prepared form in all material respects in accordance with applicable accounting requirements and the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements published rules and regulations of the Exchange SEC promulgated under the Securities Act or required to file any formthe Exchange Act, report or other document with as the SECcase may be, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was and have been prepared in accordance with U.S. GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes to such financial statements) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows for the respective periods then ended (subject, in the case of unaudited interim financial statements, to exceptions permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) Act and each presented fairly, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet . As of Company and March 31, 1997, neither the Company Subsidiaries as reported in nor any of its subsidiaries had, and since such date neither the Company Reportsnor any of its subsidiaries has incurred, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (nature, whether accrued, absolute, contingent or otherwise) , whether due or to become due that would be are required to be recorded or reflected on a consolidated balance sheet or in notes thereto prepared in accordance with U.S. GAAPof the Company under generally accepted accounting principles, except for immaterial liabilities as reflected or obligations incurred reserved against or disclosed in the ordinary course financial statements of business consistent with past practice since December 31, 1998the Company included in the SEC Filings or set forth on Schedule 4.7.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished (as applicable) all forms, reports, statements statements, schedules and other documents required to be filed or furnished by it (A) with the SEC since June 11October 8, 1998 2010 (collectively, together with any documents so filed or furnished during such formsperiod, reports, statements and documents Company in each case as may file subsequent to the date hereof until the Closinghave been amended, the "COMPANY REPORTS") and (B) with any other Governmental Entities“Company SEC Reports”). Each The Company Report SEC Reports (i) was prepared at the time they were filed or furnished and, if amended, as of the date of such amendment, complied in all material respects in accordance with the all applicable requirements of the Securities Act or the Exchange Act, applicable accounting standards and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or of 2002 (as amended and including the rules and regulations of promulgated thereunder), and any rules and regulations promulgated thereunder applicable to the NNM, as the case may beCompany SEC Reports, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, or furnished and, if amended, as of effectiveness) the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that is designed to `provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes 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 accordance with IFRS, and that receipts and expenditures of the Company 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 that could have a material effect on its financial statements. (c) Each of the consolidated financial statements included in or incorporated by reference into the Company SEC Reports (includingincluding the related notes and schedules) complies as to form in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto and fairly presents, or, in each casethe case of Company SEC Reports filed after the date hereof, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlywill fairly present, in all material respects, the consolidated financial position of the Company and the consolidated Company its Subsidiaries as at of its date and the respective dates thereof results of operations, changes in shareholders’ equity and cash flows, as the case may be, of the Company and its Subsidiaries for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited interim statements, to normal and recurring immaterial year-end audit adjustments, none of which has had or will have a Company Material Adverse Effect), in each case in accordance with IFRS (except, in the case of unaudited financial statements, as permitted by the SEC). (cd) Except The Company has implemented disclosure controls and procedures (as and defined in Rule 13a-15(e) of the Exchange Act) that are reasonably designed to ensure that all information relating to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company its Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected included in reports filed or submitted under the Exchange Act is made known on a balance sheet timely basis to its chief executive officer and chief financial officer or in notes thereto prepared in accordance with U.S. GAAPother persons performing similar functions. Neither the Company, except for immaterial liabilities nor, to the Company’s Knowledge, its independent registered public accounting firm has identified or obligations incurred been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the ordinary course design or operation of business consistent the internal controls and procedures of the Company which are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data, in each case which has not been subsequently remediated. To the Company’s Knowledge, there is no fraud, whether or not material, that involves the management of the Company or other employees who have a significant role in the internal controls over financial reporting utilized by the Company. (e) The Company is in compliance, in all material respects, with past practice since December 31the applicable listing and corporate governance rules and regulations of NASDAQ, 1998subject 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 NASDAQ).

SEC Filings; Financial Statements. (a) Company MeriStar has timely filed all forms, reports, schedules, statements and other documents (including all exhibits, annexes, supplements and amendments to such documents) required to be filed by it (A) with under the SEC Exchange Act and the Securities Act since June 11September 1, 1998 through the date of this Agreement (collectively, together as amended and supplemented to date, the "MeriStar SEC Reports") and MeriStar has made available to ASC each MeriStar SEC Report filed with the United States Securities and Exchange Commission (the "SEC"). The MeriStar SEC Reports, including any such financial statements or schedules included or incorporated therein by reference, at the time they were filed, and all forms, reports, schedules, statements and other documents Company may file subsequent filed with the SEC after the date of this Agreement and prior to the date hereof until Effective Time, at the Closingtime they will be filed, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act complied or the rules and regulations of the NNMwill comply, as the case may be, in all material respects with the requirements of the Exchange Act or the Securities Act or both, as the case may be, applicable to those MeriStar SEC Reports and (ii) did not at the time it was filed (oror will not, in as the case of registration statements filed under the Securities Actmay be, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made thereinin those MeriStar SEC Reports, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company MeriStar Subsidiary is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any form, report or other document documents with the SEC, the NNM, SEC or any other stock national securities exchange or any other quotation service or comparable Governmental Entity. (b) Each of the consolidated financial statements balance sheets included in or incorporated by reference into the MeriStar SEC Reports and in any form, report or document filed after the date of this Agreement and prior to the Effective Time (including, including in each case, any the related notes theretoand schedules) contained in fairly presented or will present, as the Company Reports was prepared in accordance with U.S. GAAP (except as case may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlybe, in all material respects, the consolidated financial position of Company MeriStar as of the dates set forth in those consolidated balance sheets in accordance with GAAP (as defined below). Each of the consolidated statements of income and of cash flows included in or incorporated by reference into the MeriStar SEC Reports and in any form, report or document filed after the date of this Agreement and prior to the Effective Time (including in each case, any related notes and schedules) fairly presented or will present, as the case may be, in all material respects, the consolidated results of operations and cash flows, as the case may be, of MeriStar and the consolidated Company MeriStar Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein set forth in those consolidated statements of income and of cash flows (subject, in the case of unaudited quarterly statements, to notes and normal and recurring immaterial year-end adjustmentsaudit adjustments that will not be material in amount or effect), in each case in conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied throughout the periods indicated. All of such balance sheets and statements complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company MeriStar and the Company consolidated MeriStar Subsidiaries as reported in the Company Reportsof June 30, 2000 including the notes theretorelated notes, none of Company or neither MeriStar nor any Company MeriStar 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 the related notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31June 30, 19982000 that, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Material Adverse Effect on MeriStar.

SEC Filings; Financial Statements. (a) Company has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC and the NNM since June 11November 1, 1998 1996 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSCompany Reports") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNM, as the case may be, in substantially all respects and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (a) Company has timely filed with or furnished to the SEC all reports, forms, reportscertifications, schedules, registration statements, and definitive proxy statements (including exhibits and documents other information incorporated therein) required to be filed by it (A) with the SEC since June 11January 1, 1998 2010 (collectively“Company SEC Documents”). Each Company SEC Document, together with any such forms, reports, statements and documents Company may file subsequent at the time filed (or if amended or superseded by a filing or amendment prior to the date hereof until of this Agreement, then at the Closingtime of such filing and in the case of registration statements and proxy statements, on the "COMPANY REPORTS") dates of effectiveness and (B) with any other Governmental Entities. Each Company Report dates of mailing, respectively), (i) was prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and the applicable rules and regulations thereunder, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or currently required to file any form, report or other document with the SECSEC under Section 13(a) or 15(d) of the Exchange Act. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents and, to the NNMKnowledge of Company, none of the Company SEC Documents is the subject of any other stock exchange or any other comparable Governmental Entityongoing SEC review. (b) Each The consolidated financial statements of Company, together with the related schedules and notes thereto, included in the Company SEC Documents, as of their respective date of filing with the SEC (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and dates of mailing, respectively), (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (ii) present fairly in all material respects the consolidated financial position of Company and its consolidated Subsidiaries as of the dates thereof, and the statements (includingof income, in each casecash flows and stockholders’ equity of Company and its consolidated Subsidiaries for the periods specified, any notes thereto) contained in the Company Reports was and such consolidated financial statements have been prepared in accordance with U.S. GAAP (except except, in the case of the unaudited statements, as may be permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated thereininvolved, except as otherwise noted therein (subject, in the case of unaudited statements, to the absence of notes and normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth for matters reflected or reserved against in the consolidated, unaudited balance sheet of Company as of Company Balance Sheet Date, neither Company nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due) of any nature that would be required by GAAP to be reflected on the a consolidated balance sheet of Company and the Company its consolidated Subsidiaries as reported in the Company Reports, (including the notes thereto), none of Company or any Company Subsidiary has any except liabilities or obligations of any nature that (whether accrued, absolute, contingent or otherwisei) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations were incurred in the ordinary course of business consistent with past practice since December 31Company Balance Sheet Date, 1998(ii) were incurred in connection with the transactions contemplated by this Agreement or (iii) individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Company. Neither Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any relating to any transaction or relationship between or among Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Company or any of its Subsidiaries, in Company’s financial statements or the Company SEC Documents.

SEC Filings; Financial Statements. (a) Company has timely filed all All reports, schedules, forms, reports, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it (A) the Company with the SEC since June 11January 1, 1998 2015 (collectivelythe “Company SEC Documents”) have been filed with the SEC on a timely basis. As of the time it was filed with the SEC (or, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the date hereof until hereof, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of the Company SEC Documents complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or and the rules and regulations of the NNM, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (ii) did not at none of the time it was Company SEC Documents contained when filed (orand, in the case of registration statements filed under and proxy statements, on the Securities Actdates of effectiveness and the dates of mailing, at the time of effectivenessrespectively) contain any untrue statement of a material fact or omit omitted, as the case may be, 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 misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was SEC Documents: (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 U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated to such financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements or, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring immaterial year-end adjustments); and (iii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations of the Company for the periods covered thereby. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of the Company. (c) Except The Company and each Company Subsidiary have established and maintained effective disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined by Rule 13a-15 or 15d-15 under the Exchange Act). The Company is, and has been since January 1, 2015, in compliance in all material respects with all current listing requirements of NASDAQ and each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete and correct. (d) From the date of the filing of the Company 10-K to the extent set forth or reserved against on date of this Agreement, the consolidated balance sheet of Company Company’s auditors and the Company Subsidiaries as reported Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) None of the Acquired Companies has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such transaction or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Acquired Companies in its published financial statements or other Company ReportsSEC Documents. (f) As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. (g) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the notes theretoenactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, none of Company the Acquired Companies has made or permitted to remain outstanding any Company Subsidiary “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (h) As of the date hereof, except as reflected on the Most Recent Balance Sheet, none of the Acquired Companies 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 except for: (i) liabilities disclosed in notes thereto prepared the financial statements (including any related notes) contained in accordance with U.S. GAAP, except for immaterial the Company SEC Documents; (ii) liabilities or obligations incurred in the ordinary course of business consistent since the date of the Most Recent Balance Sheet; (iii) liabilities that have not had a Company Material Adverse Effect; (iv) liabilities that are not required to be disclosed in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with past practice since December 31GAAP and the rules and regulations of the SEC applicable thereto, 1998and (v) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement. (i) Since January 1, 2015, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any Company Subsidiary was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.

SEC Filings; Financial Statements. (a) Since January 1, 2010, the Company has filed or furnished on a timely filed basis all forms, reports, statements schedules, statements, certifications (including all exhibits, amendments and supplements thereto and all other information incorporated therein) and other documents with the SEC that have been required to be filed or furnished, respectively, by it (A) under applicable Laws prior to the date hereof. As of the time it was filed with the SEC since June 11(or, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the Agreement Date, then on the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report of such filing): (i) was prepared each of the Company SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act or the rules and regulations of the NNM, (as the case may be, ) and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement The certifications and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements statements required by Rule 13a-14 of the Exchange Act, and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act relating to the Company SEC Documents are accurate and complete, and complied as to form and content with all applicable Laws as of the date of such filing (or, if amended or required superseded by a filing prior to file any formthe Agreement Date, report or other document with then on the SEC, the NNM, any other stock exchange or any other comparable Governmental Entitydate of such filing). (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained in the Company Reports was SEC Documents (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 U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated to such financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements or, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring immaterial year-end adjustments). adjustments that will not, individually or in the aggregate, be material in amount) and (ciii) Except fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and to the extent set forth or reserved against on 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 December 31, 2011 set forth in the Company's Annual Report on Form 10-K filed with the SEC and the "Company Balance Sheet Date" means December 31, 2011. No financial statements of any Person other than the Company and the Subsidiaries listed on Part 3.1(c) of the Company Subsidiaries as reported Disclosure Schedule are required by GAAP to be included in the consolidated financial statements of the Company. The books and records of the Company Reportsand its Subsidiaries have been, including the notes theretoand are being, none of Company or any 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 maintained in notes thereto prepared all material respects in accordance with U.S. GAAPGAAP and any other applicable legal and accounting requirements. The Company has made available to Parent true, except for immaterial liabilities or obligations incurred in correct and complete copies of all written correspondence between the ordinary course of business consistent with past practice SEC, on the one hand, and Company, on the other hand, occurring since December 31January 1, 19982010, and prior to the date hereof.

SEC Filings; Financial Statements. (a) The Company has timely filed and made available to Parent all forms, reports, statements and documents required to be filed by it (A) with the Company SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Documents. The Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report SEC Documents (i) was prepared at the time filed, complied in all material respects in accordance with the applicable requirements of the Securities Act, Act and the Exchange Act or the rules and regulations of the NNMAct, as the case may be, and (ii) did not at the time it was they were filed (oror if amended or superseded by a filing prior to the date of this Agreement, in then on the case date of registration statements filed under the Securities Act, at the time of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Documents or necessary in order to make the statements made thereinin such Company SEC Documents, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any formforms, report reports, schedules, statements or other document documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) related notes), contained in the Company Reports SEC Documents, including any Company SEC Documents filed after the date of this Agreement until the Closing, 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, was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and each fairly presented fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated thereinindicated, except as otherwise noted therein (subject, in that the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.interim financial

SEC Filings; Financial Statements. (a) The Company has timely filed Made Available (or made available on the SEC website) to Parent accurate and complete copies of all formsregistration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, statements schedules, forms, exhibits and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to be have been filed by it (A) the Company or its officers with the SEC since June 11January 1, 1998 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (collectivelyor, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the date hereof until of this Agreement, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of the Company SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act or the rules and regulations of the NNM, (as the case may be, ); and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement of the certifications and document referred statements relating to in clause the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of this paragraph was prepared the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in all material respects Section 3.04, 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 or any member of its staff in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Securities Act or the Exchange Act or required to file any form, report or other document with (as the SEC, the NNM, any other stock exchange or any other comparable Governmental Entitycase may be). (b) Each The Company maintains, and at all times since January 1, 2008 has maintained, disclosure controls and procedures as 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 Symyx Corporations 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. The Company has delivered or Made Available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. The Company is, and has been at all times since January 1, 2008, in compliance in all material respects with the applicable listing requirements of the consolidated NASDAQ Global Market, and has not since January 1, 2008 received any notice asserting any non-compliance with the listing requirements of the NASDAQ Global Market. (c) The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was SEC Documents: (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 U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments, none of which were or will be material); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of the Company and the its consolidated Company Subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods indicated thereincovered thereby. No financial statements of any Person other than the Symyx Corporations are required by GAAP to be included in the consolidated financial statements of the Company. (d) The Company’s auditor has at all times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services performed by the Company’s auditors for the Symyx Corporations that were required to be approved in accordance with Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act were so approved. (e) The Company maintains, and at all times since January 1, 2008 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 Symyx Corporations; (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; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Symyx Corporations that could have a material effect on the financial statements. The Company has delivered or Made Available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. 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 years ended December 31, 2008 and December 31, 2009, and, except as otherwise noted therein (subject, set forth in the case Company SEC Documents filed prior to the date of unaudited statementsthe First Merger Agreement, such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2008 and December 31, 2009, respectively. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to normal and recurring immaterial year-end adjustments)the date of the First Merger Agreement, since January 1, 2008, 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 design or operation of internal control over financial reporting utilized by the Symyx Corporations; (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 the foregoing. (cf) Except as and to Part 3.4(f) of the extent set forth or reserved against on the consolidated balance sheet of Company Disclosure Schedule lists, and the Company Subsidiaries has delivered or Made Available to Parent accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as reported defined in Item 303(c) of Regulation S-K under the Exchange Act) currently in effect or effected by any of the Symyx Corporations since January 1, 2008. None of the Symyx Corporations has any obligation or other commitment to become a party to any such “off-balance sheet arrangements” in the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998future.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished all forms, reports, statements proxy statements, schedules and documents required to be filed or furnished by it under the Securities Act or the Exchange Act since October 12, 2004 (collectively, the “Company SEC Filings”). Each Company SEC Filing (including, without limitation, any financial statements or schedules included or incorporated by reference therein) (A) with as of the SEC since June 11time it was filed, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared complied in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, the Exchange Act or the rules and regulations of the NNM, as the case may beapplicable, and (iiB) did not not, at the time it was filed (orfiled, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material formThe appropriate officers of the Company have made the certifications required by Sections 302 and 906 of, report, statement and document referred to in clause (B) of this paragraph was prepared the Company has complied in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SECwith, the NNM, any other stock exchange or any other comparable Governmental Entity▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as applicable to it. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports SEC Filings was prepared in accordance with U.S. GAAP applied (except as may be indicated in the notes thereto and, in the case of unaudited quarterly consolidated financial statements, as permitted by Article 10 of Regulation S-X promulgated by the SEC and the instructions to Form 10-Q QSB under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ), and each presented fairly, fairly in all material respectsrespects the financial position, results of operations and cash flows of the consolidated financial position of Company and the consolidated Company its Subsidiaries as at of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustmentsadjustments that would not be material in amount). The books and records of the Company have been maintained in accordance with applicable material legal and accounting requirements. (c) Except as set forth in Section 4.7(c) of the Company Disclosure Letter and as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported of January 31, 2007 included in the Company ReportsCompany’s Form 10-QSB for the quarter ended January 31, 2007 filed on March 26, 2007, including the notes thereto, none of the Company or any Company Subsidiary has any no 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 U.S. GAAP, except for immaterial normal year-end adjustments and liabilities or obligations incurred in the ordinary course of business consistent with past practice practices since December January 31, 19982007. (d) The Company maintains adequate disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed in the reports that the Company files or submit pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer to allow timely decisions regarding required disclosure. Except as disclosed in the Company SEC Filings, there are no (i) significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) fraud, or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Company maintains a system of internal accounting controls designed 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. Except as disclosed in the Company SEC Filings, as of January 31, 2007, the Company is not aware of any material deficiencies with respect to its internal control over financial reporting. (f) None of the Company or any of its Subsidiaries is a party to, nor does the Company or any of its Subsidiaries have any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person (such as any arrangement described in Section 303(a)(4) of Regulation S-B promulgated by the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s consolidated financial statements.

SEC Filings; Financial Statements. (a) The Company has timely filed delivered or Made Available (or made available on the SEC website) to Parent accurate and complete copies of all formsregistration statements, proxy statements, Company Certifications and other statements, reports, statements schedules, forms and other documents filed by the Company with the SEC, including all amendments thereto, since January 1, 2010 (collectively, the "Company SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed by it (A) the Company or its officers with the SEC since June 11January 1, 1998 2010 have been so filed on a timely basis. None of the Company's Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (collectivelyor, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the date hereof until of this Agreement, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of the Company SEC Documents complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act or the rules and regulations of the NNM, (as the case may be, ); and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement of the certifications and document referred statements relating to in clause the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of this paragraph was prepared the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the "Company Certifications") is accurate and complete, and complies as to form in all material respects with all applicable Legal Requirements. As used in accordance with the requirements of applicable Law. No Company Subsidiary introduction to this Section 2 and 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 subject filed, furnished, submitted, supplied or otherwise made available to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange SEC or any other comparable Governmental Entitymember of its staff. (b) Each The 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 Alamo Corporations 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. The Company is in compliance in all material respects with the applicable listing requirements of the consolidated NASDAQ Global Market, and has not since January 1, 2010 received any notice asserting any non-compliance with the listing requirements of the NASDAQ Global Market. (c) The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was SEC Documents: (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 U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments, none of which will be material); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of the Company and the its consolidated Company Subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods indicated thereincovered thereby. No financial statements of any Person other than the Alamo Corporations are required by GAAP to be included in the consolidated financial statements of the Company. There are no comments from the SEC or its staff pending with respect to any statements, reports, schedules, forms or other documents filed by the Company with the SEC that remain outstanding and unresolved. (d) The Company's auditor has at all times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) "independent" with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services performed by the Company's auditors for the Alamo Corporations that were required to be approved in accordance with Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act were so approved. (e) The Company maintains 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 Alamo Corporations; (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; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Alamo Corporations that could have a material effect on the Company's consolidated 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, 2010, and, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company ReportsSEC Documents filed prior to the date of this Agreement, including such assessment concluded that such controls were effective and the notes theretoCompany's independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, none 2010. To the knowledge of Company or any 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 U.S. GAAPthe Company, except for immaterial liabilities or obligations incurred as set forth in the ordinary course Company SEC Documents filed prior to the date of business consistent with past practice this Agreement, since December 31, 19982010, 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 design or operation of internal control over financial reporting utilized by the Alamo Corporations; (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 the foregoing. (f) Part 2.4(f) of the Company Disclosure Schedule lists, and the Company has delivered or Made Available to Parent accurate and complete copies of the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K under the Exchange Act) currently in effect or effected by any of the Alamo Corporations since January 1, 2010. None of the Alamo Corporations has any obligation or other commitment to become a party to any such "off-balance sheet arrangements" in the future.

SEC Filings; Financial Statements. (a) Company has timely filed all formsAll statements, reports, statements schedules, forms and other documents required to be have been filed by it (A) the Company with the SEC since June 11January 1, 1998 2018 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (collectivelyor, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the date hereof until of this Agreement, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of the Company SEC Reports complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or and the rules and regulations of the NNM, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement With respect to each annual report on Form 10-K and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, each quarterly report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be permitted by on Form 10-Q included in the Company SEC Reports, the principal executive officer and principal financial officer of the Company have made all certifications required by Rules 13a-14 and 15d-14 under the Exchange ActAct and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (each such required certification, a “Certification”), and the statements contained in each Certification are accurate and complete as of its date. For purposes of this Agreement, (A) applied on a consistent basis throughout “principal executive officer” and “principal financial officer” shall have the periods indicated (except as may be indicated meanings given to such terms in the notes thereto▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the term “file” and each presented fairlyvariations thereof, when used in all material respectsreference to the SEC, shall be broadly construed to include any manner in which any document or information is furnished, supplied or otherwise made available to the consolidated financial position SEC. As of the date of this Agreement, there are no unresolved written comments issued by the staff of the SEC with respect to any of the Company and SEC Reports. As of the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case date of unaudited statementsthis Agreement, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on Knowledge of the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes theretoCompany, none of the Company or any Company Subsidiary has any liabilities or obligations SEC Reports is the subject 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in ongoing review by the ordinary course of business consistent with past practice since December 31, 1998SEC.

SEC Filings; Financial Statements. (a) SOLS has filed and made available to the Company has timely filed all forms, reports, schedules, statements and other documents required to be filed by it (A) SOLS under the Exchange Act with the SEC since June 1130, 1998 2012 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSSOLS SEC Reports") and (B) with any other Governmental Entities). Each Company Report The SOLS SEC Reports (i) was prepared at the time filed, complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or and the rules and regulations of the NNM, as the case may bepromulgated thereunder, and (ii) with respect to any SOLS SEC Reports filed on or after June 30, 2012, did not at the time it was they were filed (oror if amended or superseded by a filing prior to the date of this Agreement, in then on the case date of registration statements filed under the Securities Act, at the time of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SOLS SEC Reports or necessary in order to make the statements made thereinin such SOLS SEC Reports, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) related notes), contained in the Company SOLS SEC Reports, including any SOLS SEC Reports filed after the date of this Agreement until the Closing, complied, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in involved and fairly presented the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries SOLS as at the respective dates thereof and the results of its operations and cash flows for the respective periods indicated thereinindicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring immaterial year-end adjustments)adjustments which were not or are not expected to be material in amount. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company Between June 30, 2012 and the Company Subsidiaries date hereof, except as reported disclosed in the Company ReportsSOLS SEC Reports and other than as contemplated by this Agreement, including there has not been any change in the notes thereto, none business or operations of Company SOLS that has had or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that reasonably would be required expected to be reflected have a Material Adverse Effect on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998SOLS.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements and other documents (including all exhibits, annexes, supplements and amendments to such documents) required to be filed by it (A) with under the SEC Exchange Act and the Securities Act since June 11January 1, 1998 (collectively, together with including any such forms, reports, statements and documents Company may file filed subsequent to the date hereof until the Closingof this Agreement, the "COMPANY REPORTSCompany SEC Reports") and the Company has made available to the Merger Sub each Company SEC Report filed with the Securities and Exchange Commission (B) with the "SEC"). The Company SEC Reports, including any other Governmental Entities. Each Company Report financial statements or schedules included or incorporated by reference, (i) was prepared comply in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations Securities Act of 1933, as amended (the NNM"Securities Act") or both, as the case may be, applicable to those Company SEC Reports and (ii) did not at the time it was they were filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made thereinin those Company SEC Reports, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any form, report or other document documents with the SEC, the NNM, SEC or any other stock national securities exchange or any other quotation service or comparable Governmental Entity. (b) Each of the consolidated financial statements (including, balance sheets included in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under including the Exchange Actrelated notes and schedules) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented fairlyor will fairly present, in all material respects, the consolidated financial position of the Company or a Company Subsidiary as the case may be, as of the dates set forth in those consolidated balance sheets. Each of the consolidated statements of income and of cash flows included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules), fairly presented or will fairly present, in all material respects, the consolidated results of operations and cash flows, as the case may be, of the Company and the consolidated Company Subsidiaries (or of any Company Subsidiary, as at the respective dates thereof and case may be) for the respective periods indicated therein, except as otherwise noted therein set forth in those consolidated statements of income and of cash flows (subject, in the case of unaudited quarterly statements, to notes and normal and recurring immaterial year-end adjustmentsaudit adjustments that will not be material in amount or effect), in each case in conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied throughout the periods indicated. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the consolidated Company Subsidiaries as reported in the Company Reportsof December 25, 1998, including the notes theretorelated notes, none of neither the Company or nor any 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 the related notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 3125, 1998, that, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Material Adverse Effect on the Company.

SEC Filings; Financial Statements. (a) The Company and, to the extent applicable, each of its then or current subsidiaries, has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC Securities and Exchange Commission (the "SEC") since June 11January 1, 1998 1999 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY SEC REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared ), each of which has complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or and the rules and regulations promulgated thereunder, or the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. None of the NNMsuch Company SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) contained, as the case may bewhen filed, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit omitted 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 misleading. Each material form, report, statement and document referred Except to in clause (B) of this paragraph was prepared in all material respects in accordance the extent revised or superseded by a subsequent filing with the requirements of applicable Law. No Company Subsidiary is subject SEC made prior to the periodic reporting requirements date hereof (a copy of which has been provided or made available to Parent), none of the Exchange Act Company SEC Reports filed by the Company since January 1, 1999, contains any untrue statement of a material fact or omits to state a material fact required to file any formbe stated or incorporated by reference therein or necessary in order to make the statements therein, report or other document with in the SEClight of the circumstances under which they were made, the NNM, any other stock exchange or any other comparable Governmental Entitynot misleading. (b) Each of the unaudited consolidated financial statements of the Company and its subsidiaries (including, in each case, including any audited and related notes thereto) contained included in the Company Reports was SEC Reports, complies or, if not yet filed, will comply as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, has been or, if not yet filed, will have been prepared in accordance with U.S. GAAP generally accepted accounting principles (except except, in the case of unaudited consolidated quarterly statements, as may be permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each presented fairly, fairly presents in all material respectsrespects or, if not yet filed, will fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective date thereof and the consolidated Company Subsidiaries as at the respective dates thereof results of its and their operations and changes in cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited quarterly statements, to normal and recurring immaterial year-end audit adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the Company Subsidiaries as reported in the Company Reportsits subsidiaries at June 30, 2000, including the notes thereto, none included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000 (the "JUNE 30 10Q"), neither the Company nor any of Company or any Company Subsidiary its subsidiaries 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 U.S. GAAP), except for immaterial liabilities or obligations incurred in the ordinary course of business consistent since June 30, 2000 which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with past practice since December 31the SEC to agreements, 1998documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

SEC Filings; Financial Statements. (a) Section 3.8.1 The Company has timely filed all registration statements, prospectuses, forms, reports, statements definitive proxy statements, schedules and documents required to be filed by it under the Securities Act or the Exchange Act, as the case may be, from and after January 1, 2009 (collectively, the “Company SEC Filings”). Each Company SEC Filing, as amended or supplemented if applicable, (A) with the SEC since June 11as of its date, 1998 (collectivelyor, together with any such formsif amended or supplemented, reports, statements and documents Company may file subsequent to as of the date hereof until the Closingof such amendment or supplement, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (iiB) did not not, at the time it was filed (or, or became effective in the case of registration statements filed under statements), or, if amended or supplemented, as of the Securities Actdate of such amendment or supplement, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Section 3.8.2 Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports SEC Filings, as amended or supplemented if applicable, was prepared in accordance with U.S. GAAP applied (except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ), and each presented fairly, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited quarterly financial statements, to normal and recurring immaterial year-end adjustmentsadjustments which did not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect). (c) Section 3.8.3 Except as and to the extent set forth or reserved against (A) on the consolidated balance sheet of Company and the Company Subsidiaries as reported of December 31, 2011 included in the Company ReportsCompany’s annual report filed on Form 10-K for the year ended December 31, 2011, including the notes thereto, none of or (B) in the Company or any SEC Filings filed after December 31, 2011, the Company Subsidiary has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations (1) under this Agreement or incurred in connection with the Transactions, (2) incurred in the ordinary course of business consistent with past practice since December 31, 19982011, (3) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (4) incurred at the request or with the consent of Parent.

SEC Filings; Financial Statements. (a) The Company has filed on a timely filed basis all forms, reports, statements schedules, statements, filings and other documents required to be filed by it (A) with the SEC that it has been required to file since June 11January 1, 1998 2002 under the Securities Act and the Exchange Act (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities“Public Filings”). Each Company Report (i) was prepared of the Public Filings has complied with the Securities Act and the Exchange Act in all material respects in accordance with the requirements respects. None of the Securities ActPublic Filings, the Exchange Act including any financial statements or the rules and regulations of the NNMschedules included or incorporated by reference therein, as the case may be, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each The Company’s audited balance sheets as at December 31, 2003 and December 31, 2002 and the related statements of income, shareholders’ equity and cash flows for each of the consolidated three years in the period ended December 31, 2003 and the related notes to all of said financial statements (includingstatements, all of which have heretofore been delivered or made available to Buyer, present fairly, in each case, any notes thereto) contained in the Company Reports was prepared all material respects and in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (covered except as may be indicated referred to in such financial statements, the financial position of the Company, and the results of operations and its cash flows for the periods presented therein as of, and for the periods ended on, the dates specified. (c) The unaudited financial statements of the Company included (or incorporated by reference) in the notes thereto) Public Filings of the Company have been prepared in accordance with U.S. GAAP and each presented present fairly, in all material respectsrespects and in accordance with U.S. GAAP applied on a consistent basis throughout the periods covered except as referred to in such financial statements, the consolidated financial position of Company the Company, and the consolidated Company Subsidiaries as at the respective dates thereof results of operations and its cash flows for the respective periods indicated presented therein, except as otherwise noted therein subject to (subject, in the case of unaudited statements, to i) normal and recurring immaterial year-end adjustments)audit adjustments and (ii) any reclassification of such financial statements disclosed to the Buyer prior to the date hereof and set forth on Section 4.4(c) of the Disclosure Schedule. (cd) The Management Accounts since January 1, 2005 through the Closing Date have been prepared consistently within the period covered by such Management Accounts and in accordance with GAAP and are reasonably accurate, taking into account the fact that the Management Accounts were prepared solely for internal reporting rather than external purposes and therefore do not reflect statutory requirements governing the presentation and content of audited accounts. The Management Accounts for the fiscal years ended December 31, 2003 and December 31, 2004 delivered to Buyer were prepared by the Company in good faith and in accordance with GAAP, taking into account the fact that such Management Accounts were prepared solely for internal reporting rather than external purposes and therefore do not reflect statutory requirements governing the presentation and content of audited accounts. (e) Attached as Exhibit 4.4 is a schedule (the “Net Debt Schedule”) that reflects in all material respects the amounts, in Euros, of Financial Debt, net of all cash and cash equivalents of the Company as at December 31, 2004 in accordance with U.S. GAAP (the “Net Debt”), derived from the Company’s unaudited financial statements contained in the Company’s Report on Form 6-K filed on February 18, 2005. As at December 31, 2004, (i) the Company did not have any Financial Debt other than as set out in the Net Debt Schedule and (ii) aggregate amount of cash and cash equivalents of the Company was not less than the amount shown in the Net Debt Schedule. (f) The Company has kept all statutory books and shareholder ledgers required by Law to be kept by it and these (i) are properly and accurately maintained in all material respects and are in all material respects up to date; (ii) are in the possession or under the control of the Company; and (iii) no notice or allegation that any of them is incorrect or should be rectified has been received in the 12 months prior to the date of this Agreement. The Company’s accounting records are in its possession and are up to date and are properly complete, in all material respects. (g) Except as and to disclosed on Section 4.4(g) of the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company ReportsDisclosure Schedule, including the notes thereto, none of Company or any Company Subsidiary has any there are no undisclosed liabilities or obligations of any nature of the Company (whether accrued, contingent, absolute, contingent determined, determinable or otherwise) that ), whether due or to become due, which would result in a material liability to the Company and would be required to be reflected on a balance sheet or set forth in notes thereto financial statements prepared in accordance with U.S. GAAP, except other than (i) liabilities or obligations disclosed or provided for immaterial in the Public Filings filed prior to the date hereof or disclosed in the notes thereto and (ii) liabilities or obligations incurred after December 31, 2004 by the Company in the ordinary course of business consistent with past practice since December 31, 1998practice.

SEC Filings; Financial Statements. (a) Company has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC and the NSCM since June 11January 1, 1998 1995 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSCompany Reports") and (B) since January 1, 1995 with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMNSCM, as the case may be, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNMNSCM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, fairly the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof thereof, and their consolidated results of operations, stockholders' equity and cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as of February 28, 1999 as reported in the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31February 28, 19981999.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, on a timely filed basis all forms, reportsschedules, statements statements, certifications, reports and documents required to be filed or furnished by it (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of under the Securities Act, or the Exchange Act or and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and all rules and regulations of the NNM, SEC promulgated by the SEC thereunder (as the case may be) since January 1, and 2023 (ii) did not at the “Company 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), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and as of registration statements filed under the Securities Act, at the time they were filed, none of effectiveness) contain the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement The certifications and document referred to in clause statements required by (Bi) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Company SEC Documents (collectively, the “Company Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 4.07, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or required information is furnished, supplied or otherwise made available to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was SEC Documents: (i) complied as to form in all material respects with the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the SEC applicable thereto, (ii) were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and each presented fairly(iii) fairly present, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries as at of the respective dates thereof and the results of operations and cash flows of the Company for the respective periods indicated therein, except covered thereby. Other than as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported expressly disclosed in the Company ReportsSEC Documents filed prior to the date hereof, including there has been no material change in the notes thereto, none of Company Company’s accounting methods or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) principles that would be required to be reflected on a balance sheet or disclosed in notes thereto prepared the Company’s financial statements in accordance with U.S. GAAP. The books of account and other financial records of the Company and each of its Subsidiaries are true and complete in all material respects. (c) The Company’s auditor has at all times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), (ii) to the knowledge of the Company, “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act and (iii) to the knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) Except as set forth on Section 4.07(d) of the Company Disclosure Letter, the Company has not received any comment letter from the SEC or the staff thereof or any correspondence from Nasdaq or the staff thereof relating to the delisting or maintenance of listing of Company Common Stock on Nasdaq. The Company has not disclosed any unresolved comments in the Company SEC Documents. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of Nasdaq. (e) There have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, or general counsel of the Company, the Company Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Except as set forth on Section 4.07(f) of the Company Disclosure Letter, the Company is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and the applicable listing and governance rules and regulations of Nasdaq. (g) The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-l5(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, except for immaterial liabilities or obligations incurred including policies and procedures sufficient to provide reasonable assurance that the Company maintains records that in reasonable detail accurately and fairly reflect the Company’s transactions and dispositions of assets. The Company has disclosed to the Company’s auditors and the Audit Committee of the Company Board (and made available to the Company a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the ordinary course design or operation of business consistent with past practice since December 31internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, 1998process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company or its Subsidiaries’ internal control over financial reporting. Except as disclosed in the Company SEC Documents filed prior to the date hereof, the Company’s internal control over financial reporting is effective and the Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (h) Neither the Company nor its Subsidiaries have effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(b) of Regulation S-K under the Exchange Act).

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements statements, schedules and other documents required to be filed by it (A) with the SEC U.S. Securities and Exchange Commission (the “SEC”) since June 11December 31, 1998 2005 (collectively, together with any such forms, reports, statements and documents the “Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental EntitiesSEC Reports”). Each The Company Report SEC Reports (i) was prepared at the time they were filed or, if amended, as of the date of such amendment, complied in all material respects in accordance with the all applicable requirements of the Securities Act, or the Securities Exchange Act or of 1934, as amended (the rules and regulations of the NNM“Exchange Act”), as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent Company SEC Report filed with or furnished to the SEC by the Company, and in either case, publicly available prior to the date of this Agreement and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, or, if amended, as of effectiveness) the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent updated, amended, restated or corrected by a subsequent Company SEC Report. Each material form, report, statement and document referred to in clause (B) As of the date of this paragraph was prepared in all material respects in accordance with Agreement, the requirements Company is eligible for the use of applicable LawForm S-3 for purposes of eligibility for incorporation by reference on Form S-4. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, . There are no outstanding comments from the NNM, Staff of the SEC with respect to any other stock exchange or any other comparable Governmental Entityof the Company SEC Reports. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was prepared (or if amended prior to the date of this Agreement, as amended) complied as to form, as of their respective dates of filing with the SEC, in accordance all material respects with U.S. GAAP all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except except, in the case of unaudited statements, as may be permitted by Form 10-Q under of the Exchange ActSEC), was prepared in accordance with the then existing United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each presented fairlyfairly presents, in all material respects, the consolidated financial position position, changes in stockholders’ equity, 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 therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the Company consolidated Subsidiaries as reported in the Company Reportsof December 31, 2008, including the notes theretothereto (the “Company Balance Sheet”) or disclosed in the Company 10-K or other Current Company SEC Reports filed subsequent to the date of the Company 10-K, none of neither the Company or nor any Company Subsidiary has any liabilities liability or obligations obligation 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 U.S. GAAP), except for immaterial liabilities or obligations and obligations, (i) incurred in the ordinary course of business consistent with past practice since December 31, 19982008, (ii) relating to payment or performance obligations under contracts that are either (1) disclosed in the Company Disclosure Schedule or (2) not required to be so disclosed by the terms of this Agreement (and including any of the foregoing types of contracts that are entered into or obtained after the date of this Agreement, as long as such action does not result in a breach of this Agreement) in accordance with the terms and conditions thereof which are not required by GAAP to be reflected on a regularly prepared balance sheet or (iii) incurred in connection with the performance by the Company of its obligations under this Agreement. (d) The Company has heretofore furnished or made available to BioSante complete and correct copies of all material amendments and modifications that have not been filed by the Company with the SEC to all Company Material Contracts (except for such amendments or modifications as would not affect the surviving provisions of such Company Material Contracts as in effect on the date of this Agreement). (e) The Company has timely filed 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to any Company SEC Report. (f) The records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company and its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive and non-direct ownership and control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 4.07(f). The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are designed to ensure that all material information concerning the Company and the Subsidiaries that is required to be disclosed in the Company’s SEC filings and other public disclosures is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. (g) The Company maintains a standard system of accounting, established and administered in accordance with GAAP. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets, (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. (h) Since December 31, 2005, (i) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any Subsidiary has engaged in questionable accounting or auditing practices, (ii) no attorney representing the Company or any Subsidiary, whether or not employed by the Company or any Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company, and (iii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof that could have a material effect on accounting or revenue recognition. (i) Except in response to any inquiries or interrogatories described in Section 4.07(j), to the knowledge of the Company, no employee of the Company or any Subsidiary is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by the Company or any Subsidiary the outcome of which, as of the date of this Agreement, would, individually or in the aggregate, have a Company Material Adverse Effect. (j) The Company is not in receipt of any non-routine inquiries or interrogatories, whether in writing or, to the knowledge of the Company, otherwise or, to the knowledge of the Company, is not the subject of any investigation, audit, review or hearing by or in front of (A) the SEC or NASDAQ, with respect to any of the Company SEC Reports or any of the information contained therein, or (B) any other Governmental Authority, with respect to the conduct by the Company or any Subsidiary of its business or any aspect thereof the outcome of which is, as of the date of this Agreement, individually or in the aggregate, reasonably likely to be materially adverse to the Company and the Subsidiaries, taken as a whole.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and documents required to be filed by it (A) the Company with the SEC Securities and Exchange Commission (the "SEC") since June 11the filing of the Company's annual report on Form 10-K for the year ended December 31, 1998 (collectively, together with any 2000. All such forms, reportsreports and documents, statements and documents Company may file subsequent including the Company's annual report on Form 10-K for the year ended December 31, 2001, are referred to the date hereof until the Closing, herein as the "COMPANY SEC REPORTS") ." As of their respective dates, each of the Company SEC Reports, as of the date filed and (B) with any other Governmental Entities. Each Company Report as they may have been subsequently amended, (i) was were prepared in all material respects in accordance with the all requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), or the Securities Exchange Act or of 1934, as amended (the rules and regulations of the NNM"EXCHANGE ACT"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or did not 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. Each All material form, report, statement and document referred agreements to which the Company or any of its Subsidiaries is a party or to which the property or assets of the Company or any of its Subsidiaries are subject are included as part of or specifically identified in clause (Bthe Company SEC Reports or have been specifically identified as material agreements on SCHEDULE 2.5(a) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject Disclosure Letter, and made available, to counsel to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental EntityPurchasers. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was (collectively, the "FINANCIAL STATEMENTS") (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other, and (except as may be indicated in iii) fairly presented the notes thereto) and each 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 for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, quarterly financial statements for the omission of certain footnotes and subject to normal and recurring immaterial year-end adjustments. The unaudited financial statements of the Company for the period ending May 31, 2002, in the form provided to the Purchasers (the "UNAUDITED 5/31/02 FINANCIAL STATEMENTS"). , (ci) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other, and (ii) represented in all material respects the financial position of the Company at the respective dates thereof and for the periods indicated, except for the omission of footnotes and statement of cash flows and subject to normal and recurring year-end adjustments. Except as and to the extent set forth in the Unaudited 5/31/02 Financial Statements or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported specifically identified in the Company SEC Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absoluteno liabilities, 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 for immaterial liabilities or other than obligations and commitments incurred in the ordinary course of business consistent that are not required under generally accepted accounting principles to be reflected in the Unaudited 5/31/02 Financial Statements, in each case which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is not aware of any material liability of any nature, direct or indirect, contingent or otherwise, or any amount not adequately reflected or reserved against in the Unaudited 5/31/02 Financial Statements and notes thereto. (c) The Company satisfies the requirements for use of Form S-3 for registration of the resale of Registrable Securities (as defined in the Investors' Rights Agreement). The Company is not required to file and, if it were to file a registration statement on Form S-3 on the date hereof, would not be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date hereof and to which the Company is a party or by which the Company is bound which has not been previously filed as an exhibit to its reports filed with past practice since December 31the SEC. To the knowledge of the Company, 1998except for the issuance of the Series A Closing Shares, the Additional Series A Shares, the Series A-1 Purchased Shares and the Warrants contemplated by this Agreement, no event, liability, development or circumstance has occurred or exists, or is currently contemplated to occur, with respect to the Company or its business, properties, operations, prospects or financial condition, that would be required to be disclosed by the Company under applicable securities laws or the rules and policies of Nasdaq and the Company's listing agreement with Nasdaq, and which has not been publicly disclosed.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements statements, schedules and other documents required to be filed by it (A) with the SEC Securities and Exchange Commission (the "SEC") since June 116, 1998 2001 (collectively, together with any such forms, reports, statements statements, schedules and other documents Company may file subsequent to the date hereof until the Closingbeing, collectively, the "COMPANY REPORTSCompany SEC Reports") and (B) with any other Governmental Entities). Each The Company Report SEC Reports (i) was prepared at the time they were filed or, if amended, as of the date of such amendment, complied in all material respects in accordance with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act or of 1934, as amended (the rules and regulations of the NNM"Exchange Act"), as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, or, if amended, as of effectiveness) the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred The Company is eligible to use Form S-3 in clause (B) of this paragraph was prepared in all material respects in accordance connection with the requirements registration of applicable Lawsecurities under the Securities Act. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC. Except as set forth in Section 5.07 of the Company Disclosure Schedule, the NNMCompany has not received any non-routine inquires or interrogatories, any other stock exchange whether in writing or otherwise, from the SEC, the NASDAQ National Market or any other comparable Governmental EntityAuthority, or, to the knowledge of the Company, been the subject of any investigation, audit, review or hearing by or in front of such persons, in each case with respect to any of the Company SEC Reports or any of the information contained therein. True and complete copies of any such written inquires or interrogatories have been furnished to Parent, and Parent has otherwise been made aware of any such oral inquiries or interrogatories, investigations, audits, reviews or hearings. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act"GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each presented fairlyfairly presents, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and the its consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet in Section 5.07(c) of Company and the Company Subsidiaries as reported in Disclosure Schedule, neither the Company Reports, including the notes thereto, none of Company or nor any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) ), in each case that would be is required by GAAP to be reflected set forth on a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with U.S. GAAPthereto, except for immaterial liabilities or and obligations incurred in the ordinary course of business consistent with past practice since December 31, 19982001, and liabilities and obligations which would not prevent or materially delay consummation of the Transaction or otherwise be reasonably likely to prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Company Material Adverse Effect. (d) Section 5.07(d) of the Company Disclosure Schedule lists all "management letters" and other similar letters relating to the Company's or any of its Subsidiaries internal controls and accounting practices that have been received by the Company from its independent accountants since December 31, 1999 (the "Management Letters"). True and complete copies of all Management Letters have been furnished to Parent.

SEC Filings; Financial Statements. (a) Company FIRST BANKING has timely filed all forms, reports, statements and documents made available to WAYN▇ ▇▇▇ SEC Documents required to be filed by it FIRST BANKING since December 31, 1995 (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSFIRST BANKING SEC Reports") and (B) with any other Governmental Entities). Each Company Report The FIRST BANKING SEC Reports (i) was prepared at the time filed complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or the rules Laws and regulations of the NNM, as the case may be, other applicable Laws and (ii) did not not, at the time it was they were filed (or, in if amended or superseded by a filing prior to the case date of registration statements filed under this Agreement, then on the Securities Act, at the time date of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such FIRST BANKING SEC Reports or necessary in order to make the statements made thereinin such FIRST BANKING SEC Reports, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company FIRST BANKING Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental EntitySEC Documents. (b) Each of the consolidated financial statements FIRST BANKING Financial Statements (including, in each case, any notes theretorelated notes) contained in the Company FIRST BANKING SEC Reports, including any FIRST BANKING 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 SEC with respect thereto, was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and each fairly presented fairly, in all material respects, respects the consolidated financial position of Company FIRST BANKING and the consolidated Company its Subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows for the respective periods indicated thereinindicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth adjustments which were not or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required are not expected to be reflected on a balance sheet material in amount or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998effect.

SEC Filings; Financial Statements. (a) Company has timely filed all All reports, schedules, forms, reports, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it (A) Company with the SEC since May 16, 2023 and to the Knowledge of the Company, between June 1130, 1998 2022 and May 16, 2023, (collectivelythe “Company SEC Documents”) have been filed or furnished with the SEC on a timely basis (subject to extensions pursuant to Exchange Act Rule 12b-25). As of their respective dates, together with any such formsor, reports, statements and documents Company may file subsequent if amended prior to the date hereof until of this Agreement, as of the Closing, date of (and giving effect to) the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report last such amendment: (i) was prepared each of the Company SEC Documents complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or and the rules and regulations of the NNM, S▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (ii) did not at the time it was no Company SEC Document contained when filed or furnished (orand, in the case of registration statements filed under and proxy statements, on the Securities Actdates of effectiveness and the dates of mailing, at the time of effectivenessrespectively) contain any untrue statement of a material fact or omit omitted, as the case may be, 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 misleading. Each material formThe certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Company SEC Documents (collectively, reportthe “Certifications”) were, statement as of their respective dates and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance respects, accurate and complete and complied as to form and content with the requirements of all applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental EntityLaws. (b) Each of the consolidated The financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company Reports was SEC Documents (the “Company Financial Statements”): (i) complied as to form in all material respects with the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the SEC applicable thereto as in effect at the time of such filing; (ii) were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of Company and the consolidated Company its Subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Company and its Subsidiaries for the respective periods indicated therein, except as otherwise noted therein covered thereby (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal and recurring immaterial year-end adjustmentsaudit adjustments that are not individually or in the aggregate material). No financial statements of any Person other than Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of Company. (c) Except Company’s auditor has at all times since the date of enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act), (ii) “independent” with respect to Company within the meaning of Regulation S-X under the Exchange Act and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) The Company has not received any comment letter from the SEC or the staff thereof or any correspondence from OTC or the staff thereof relating to the extent set forth delisting or reserved against maintenance of listing of the Company Common Stock on OTC. The Company has not disclosed any unresolved comments in the consolidated balance sheet Company SEC Documents. (e) There have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of Company, the Company Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Company is in compliance in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and the applicable listing and governance rules and regulations of OTC. (g) Company maintains, and has maintained, a system of internal control 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 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 Company and its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Company Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and its Subsidiaries as reported that could have a material effect on Company’s financial statements. Neither Company nor 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 the internal control over financial reporting utilized by Company, which is reasonably likely to adversely affect Company’s ability to record, process, summarize and report financial information; or (B) any fraud, whether or not material, that involves the management or other employees of Company Reportswho have a significant role in Company’s internal control over financial reporting. Company maintains disclosure controls and procedures (as defined by Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are reasonably designed to ensure that all information required to be disclosed in Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to Company’s management as appropriate to allow timely decisions regarding required disclosure. The principal executive officer and the principal financial officer of Company have made all certifications required by the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Company is in compliance in all material respects with all current listing and corporate governance requirements of OTC. (h) None of Company or any of its Subsidiaries has effected, entered into or created, or has any commitment to effect, enter into or create, any securitization transaction or “off-balance sheet arrangement” (as defined in Section 2.03 of Form 8-K under the Exchange Act). (i) (i) As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. (i) None of the Company SEC Documents is the subject of ongoing SEC review and (ii) there are no material inquiries or investigations by the SEC or any internal investigations pending or threatened in writing regarding any accounting practices of Company. (j) Except as permitted by the Exchange Act, including the notes theretoSections 13(k)(2) and (3), none of Company or any Company Subsidiary of its Subsidiaries has made or permitted to remain outstanding any liabilities “extensions of credit” (within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or obligations prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998Company.

SEC Filings; Financial Statements. (a) Since November 30, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act prior to the date hereof, and, after the date of this Agreement and until the Effective Time, the Company will file all registration statements, prospectuses, forms, reports, certifications, statements and other documents with the SEC that are required to be filed by it (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of under the Securities Act, Act or the Exchange Act or the rules and regulations of the NNMprior to such time, as the case may be, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (iias applicable) did by the Company with the SEC at or prior to the Effective Time that are not at required to be so filed or furnished, and as the same have been supplemented, modified or amended since the time it was filed of filing prior to the date hereof, collectively, the “Company SEC Documents”). As of their respective effective dates (or, in the case of the Company SEC Documents that are registration statements filed under pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), at or in each case, if amended, as of the time date of effectivenessthe last such amendment, the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material formmisleading and (ii) complied (or with respect to Company SEC Documents filed after the date hereof, report, statement and document referred to in clause (Bwill comply) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or the Securities Act, as the case may be, the applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any formforms, report reports or other document documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each . All of the audited consolidated financial statements (includingand unaudited consolidated interim financial statements of the Company and the Company Subsidiaries that have been or will be, in each caseas the case may be, any notes thereto) contained included in the Company Reports was SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes theretothereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and each presented fairly, (B) fairly present in all material respects or will present in all material respects, as the case may be, the consolidated financial position and the consolidated results of operations, cash flows and changes in shareholders’ equity of the Company and the consolidated Company Subsidiaries as at of the respective dates thereof and for the respective periods indicated therein, referred to therein (except as otherwise noted therein (subjectmay be indicated in the notes thereto or, in the case of unaudited interim financial statements, to for normal and recurring immaterial year-end adjustments). (cb) Except as and to Neither the extent set forth or reserved against on the consolidated balance sheet Company nor any of Company and the Company Subsidiaries as reported in 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 Reportsor any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the notes theretoother hand), none 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 or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s consolidated financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 3.7(a), since November 30, 2011, (i) PricewaterhouseCoopers LLP has not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected disagreement with the Company on a balance sheet matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed in notes thereto prepared 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 neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of such certifications and (iii) 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 accordance with U.S. GAAPany Company SEC Document. (d) Except as permitted by the Exchange Act, except for immaterial liabilities including Sections 13(k)(2) and (3) or obligations incurred rules of the SEC, since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither the Company nor any of its affiliates has made, arranged or modified (in any material way) any extensions of credit in the ordinary course form of business consistent with past practice since December 31, 1998a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) The Company has timely filed all registration statements, prospectuses, forms, reports, statements definitive proxy statements, schedules and documents required to be filed by it (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of under the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and since June 29, 2003 (collectively, the “Company SEC Filings”). Each Company SEC Filing (i) as of its date, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, (ii) did not at the time it was filed (orof filing, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, reportand (iii) with respect to each Company SEC Filing filed for fiscal periods ending after July 30, statement 2002, at the time filed included or was accompanied by the certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOXA”) to be filed or submitted by the Company’s principal executive officer and document referred to in clause principal financial officer (Beach of which certification was true and correct and fully complied with the SOXA) of this paragraph was prepared and otherwise complied in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental EntitySOXA. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports SEC Filings was prepared in all material respects in accordance with U.S. GAAP applied (except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ), and each presented fairly, in all material respects, fairly the consolidated financial position position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustmentsadjustments which did not and would not, individually or in the aggregate, have a Company Material Adverse Effect). The books and records of the Company and the Company Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and all other applicable legal and accounting requirements. The Company has made available to Parent complete and correct copies of all documents governing all material “off balance arrangements” (as defined by item 303(a)(4) of Regulation S-K promulgated by the SEC) in respect of the Company or any Company Subsidiary. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the consolidated Company Subsidiaries as reported of July 3, 2004 included in the Company ReportsCompany’s Form 10-K for the year ended July 3, 2004, including the notes theretothereto (the “Company Form 10-K”), none of neither the Company or nor 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 U.S. GAAP, except for immaterial (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31July 3, 19982004, (ii) liabilities and obligations incurred in connection with this Agreement and the transactions contemplated hereby, and (iii) liabilities and obligations that taken individually, or in the aggregate, are not material in amount or significance. (d) The Company has in place the “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) 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 Section 302 of the SOXA. The Company’s “disclosure controls and procedures” are designed to ensure at a reasonable assurance level that material information (both financial and non-financial) relating to the Company and its consolidated Subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to the Company’s principal executive and principal financial officers, or persons performing similar functions, 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 by Section 302 of SOXA with respect to such reports.

SEC Filings; Financial Statements. (ai) Company Public REIT has timely filed all forms, reports, statements reports and documents (including all exhibits) required to be filed by it since January 1, 2012 (A) with the “Public SEC since June 11Reports”). The Public SEC Reports, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent each as amended prior to the date hereof until the ClosingEffective Date, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was have been prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, the Exchange Act or as applicable, and the rules and regulations of the NNM, as the case may bepromulgated thereunder, and (ii) did not at not, when filed as amended prior to the time it was filed (orEffective Date, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (bii) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained in or incorporated by reference into the Company Public SEC Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) , or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act), complied as to form in all material respects with applicable accounting requirements and each presented fairlythe published rules and regulations of the SEC with respect thereto and fairly presented, in all material respects, the consolidated financial position in accordance with applicable requirements of Company GAAP and the consolidated Company Subsidiaries as at applicable rules and regulations of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein SEC (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except , the consolidated financial position, results of operations and cash flows of Public REIT and its consolidated subsidiaries, taken as and a whole, as of the respective dates thereof or for the respective periods indicated therein, as applicable, in each case, except as otherwise noted therein or to the extent set forth such financial statements have been modified or reserved against on superseded by later Public SEC Reports filed prior to the consolidated balance sheet date of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998this Agreement.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished (as applicable) all forms, reports, statements statements, schedules and other documents required to be filed or furnished by it (A) with the SEC since June 11January 1, 1998 2010 (collectively, together with any such the forms, reports, statements statements, schedules and other documents Company may file filed with the SEC since January 1, 2010 and those filed subsequent to the date hereof until the Closinghereof, including any amendments thereto, collectively, the "COMPANY REPORTS") and (B) with any other Governmental Entities“Company SEC Reports”). Each The Company Report SEC Reports (i) was prepared at the time they were filed or furnished and, if amended, as of the date of such amendment, complied in all material respects in accordance with the all applicable requirements of the Securities Act or the Exchange Act, applicable accounting standards and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or of 2002 (as amended and including the rules and regulations of promulgated thereunder), and any rules and regulations promulgated thereunder applicable to the NNM, as the case may beCompany SEC Reports, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, or furnished and, if amended, as of effectiveness) the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that 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 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 accordance with GAAP, and that receipts and expenditures of the Company 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 that could have a material effect on its financial statements. (c) Each of the consolidated financial statements included in or incorporated by reference into the Company SEC Reports (includingincluding the related notes and schedules) complies as to form in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto and fairly presents, or, in each casethe case of Company SEC Reports filed after the date hereof, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlywill fairly present, in all material respects, the consolidated financial position of the Company and the consolidated Company its Subsidiaries as at of its date and the respective dates thereof results of operations, changes in shareholders’ equity and cash flows, as the case may be, of the Company and its Subsidiaries for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited interim statements, to normal and recurring immaterial year-end audit adjustments, none of which has had or will have a Company Material Adverse Effect, in each case in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q and related rules of the SEC). (cd) Except The Company has implemented disclosure controls and procedures (as and defined in Rule 13a-15(e) of the Exchange Act) that are reasonably designed to ensure that all information relating to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company its Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected included in reports filed or submitted under the Exchange Act is made known on a balance sheet timely basis to its chief executive officer and chief financial officer or in notes thereto prepared in accordance with U.S. GAAPother persons performing similar functions. Neither the Company, except for immaterial liabilities nor, to the Company’s Knowledge, its independent registered public accounting firm has identified or obligations incurred been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the ordinary course design or operation of business consistent the internal controls and procedures of the Company which are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data, in each case which has not been subsequently remediated. To the Company’s Knowledge, there is no fraud, whether or not material, that involves the management of the Company or other employees who have a significant role in the internal controls over financial reporting utilized by the Company. (e) The Company is in compliance, in all material respects, with past practice since December 31the applicable listing and corporate governance rules and regulations of the NYSE, 1998subject 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 all forms, reports, statements reports and documents required to be filed by it (A) with the SEC since June 11February 3, 1998 1996, and has heretofore delivered or made available to Parent, in the form filed with the SEC, (collectivelyi) its Annual Reports on Form 10-K for the fiscal years ended February 3, together with any such 1996, February 1, 1997, and January 31, 1998, respectively, (ii) its Quarterly Report on Form 10-Q for the period ended August 1, 1998, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since February 3, 1996, and (iv) all other forms, reportsreports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since February 3, statements 1996 (the forms, reports and other documents Company may file subsequent referred to the date hereof until the Closingin clauses (i), the "COMPANY REPORTS"(ii), (iii) and (Biv) with any other Governmental Entitiesabove being referred to herein, collectively, as the "SEC Reports"). Each Company Report The SEC Reports (i) was were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act or the rules and regulations of the NNMAct, as the case may be, and the rules and regulations promulgated thereunder and, at the time they were filed (or at the effective date thereof with respect to registration statements under the Securities Act) complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder applicable to such SEC Reports, and (ii) did not not, at the time it was they were filed (or, in or at the case of effective date thereof with respect to registration statements filed under the Securities Act), at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each The financial statements of the consolidated financial statements (including, in each case, any notes thereto) contained Company included in the Company SEC Reports was as of the dates of such SEC Reports, are true and complete and complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. GAAP generally accepted accounting principles (except as may be permitted by Form 10-Q under "GAAP") in the Exchange Act) United States applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto) and each fairly presented fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated Company Subsidiaries as at the respective dates thereof results of their operations and cash flows for the respective periods indicated therein, except as otherwise noted therein then ended (subject, in the case of unaudited statements, to normal and recurring immaterial year-end audit adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the Company consolidated Subsidiaries as reported in the Company Reportsat January 31, 1998 including the notes thereto, none in Section 3.07 of the Disclosure Schedule or in any SEC Report filed by the Company or after January 31, 1998, neither the Company nor any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet sheet, or in the notes thereto thereto, prepared in accordance with U.S. GAAP, except for immaterial liabilities or and obligations incurred in the ordinary course of business consistent with past practice since December January 31, 1998. (d) The Company has heretofore furnished or made available to Parent complete and correct copies of all amendments and modifications (if any) 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) Company has timely made available to Parent a correct and complete copy of each report, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") for the 24 months prior to the date of this Agreement (the "Company SEC Reports"), which are all the forms, reports, statements reports and documents required to be filed by it Company with the SEC for the 24 months prior to the date of this Agreement. As of their respective dates, the Company SEC Reports (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements were prepared in accordance and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iiB) did not at the time it was they were filed (or, in and if amended or superseded by a filing prior to the case date of registration statements filed under this Agreement then on the Securities Act, at the time date of effectivenesssuch filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in Company SEC Reports, including each Company SEC Report filed after the Company Reports date hereof until the Closing, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act"GAAP") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectthereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents in all material respects the financial position of Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring immaterial year-end adjustments)adjustments which were not or are not expected to have a Material Adverse Effect on Company. (c) Except as Company has previously furnished to Parent a complete and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations correct copy of any nature (whether accruedamendments or modifications, absolute, contingent or otherwise) that would be which have not yet been filed with the SEC but which are required to be reflected on a balance sheet filed, to agreements, documents or in notes thereto prepared in accordance other instruments which previously had been filed by Company with U.S. GAAP, except for immaterial liabilities the SEC pursuant to the Securities Act or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998Exchange Act.

SEC Filings; Financial Statements. (a) Company has timely filed all All reports, schedules, forms, reports, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it (A) the Company with the SEC since June 11January 1, 1998 2019 (collectivelythe “Company SEC Documents”) have been filed with the SEC on a timely basis. As of the time it was filed with the SEC (or, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the date hereof until hereof, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of the Company SEC Documents complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or and the rules and regulations of the NNM, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (ii) did not at none of the time it was Company SEC Documents contained when filed (orand, in the case of registration statements filed under and proxy statements, on the Securities Actdates of effectiveness and the dates of mailing, at the time of effectivenessrespectively) contain any untrue statement of a material fact or omit omitted, as the case may be, 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 misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was SEC Documents: (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 U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated to such financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements or, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring immaterial year-end adjustments); and (iii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations of the Company for the periods covered thereby. No financial statements of any Person other than the Company Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company. (c) The Company maintains effective disclosure controls (as defined by Rule 13a-15 or 15d-15 under the Exchange Act). The Company is in compliance in all material respects with all current listing requirements of the NYSE. (d) None of the Company or any of the Acquired Companies has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as described in Item 303(b) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such transaction or arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company or the Acquired Companies in its published financial statements or other Company SEC Documents. (e) As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. (f) Except as and to permitted by the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company ReportsExchange Act, including Sections 13(k)(2) and (3), since the notes theretoenactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, none of the Company or the Acquired Companies has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (g) None of the Company Subsidiary or the Acquired Companies has any liabilities or obligations Liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be the type required to be reflected on disclosed in the liabilities column of a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations for: (i) Liabilities disclosed in the financial statements (including any related notes) contained in the Company SEC Documents; (ii) Liabilities incurred in the ordinary course of business consistent business; (iii) Liabilities to perform under contracts entered into by the Acquired Companies, except Liabilities arising out of a breach of any Acquired Company; (iv) Liabilities that have not had a Company Material Adverse Effect; and (v) Liabilities incurred in connection with past practice since December 31, 1998the Transactions.

SEC Filings; Financial Statements. (a) The Company has timely filed Made Available to Parent accurate and complete copies of all formsregistration statements, proxy statements and other statements, reports, statements schedules, forms and other documents filed by the Company with, and all Company Certifications (as defined below) filed or furnished by the Company with or to, the SEC since January 1, 2007, including all amendments thereto (collectively, the “Company SEC Documents”). Since January 1, 2007, all statements, reports, schedules, forms and other documents required to be have been filed or furnished by it (A) the Company with or to the SEC since June 11have been so filed or furnished on a timely basis. None of the Company’s Subsidiaries is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished to the SEC (or, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent if amended prior to the date hereof until of this Agreement, as of the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such amendment): (i) was prepared each of the Company SEC Documents complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, Act and the Exchange Act or the rules and regulations of the NNM, (as the case may be, ) and any rules and regulations promulgated thereunder applicable to the company SEC Documents; and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement of the certifications and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject statements relating to the periodic reporting requirements Company SEC Documents required by: (A) Rule 13a-14 or 15d-15 of the Exchange Act or required to file any form, report (B) Section 302 or other document with 906 of the SEC▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) (collectively, the NNM“Company Certifications”) is accurate and complete. Except as set forth in Part 2.4(a) of the Company Disclosure Schedule, neither the Company nor, to the knowledge of the Company, any other stock exchange of its executive officers has received written notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of any other comparable Governmental EntityCompany Certifications. (b) Each Except as set forth in Part 2.4(b) of the Company Disclosure Schedule, (i) the Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and (ii) such disclosure controls and procedures are effective to ensure that all material information concerning the Company required to be disclosed in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of such reports. The Company has Made Available to Parent accurate and complete copies of all minutes from the meetings of the disclosure committee of the Company Board from January 1, 2007 through the date of this Agreement. (c) The consolidated financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was SEC Documents: (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 U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of the Company and the its consolidated Company Subsidiaries subsidiaries as at of the respective dates thereof and the consolidated results of operations, retained earnings (loss), changes in financial position and cash flows of the Company and its consolidated subsidiaries for the respective periods indicated therein, except as otherwise noted therein (subject, covered thereby. No financial statements of any Person other than the Acquired Corporations are required by GAAP to be included in the case consolidated financial statements of unaudited statementsthe Company. (d) The Company maintains a system of internal accounting controls 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. 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 January 1, 2011, and such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of January 1, 2011. (e) Except as set forth in Part 2.4(e)(i) of the Company Disclosure Schedule, since January 1, 2007, the Company’s principal executive officer and its principal financial officer (each as defined in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) have disclosed to normal the Company’s auditors and recurring immaterial yearthe audit committee of the Company Board: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Acquired Corporations on a consolidated basis; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Acquired Corporations’ internal controls. Except as set forth in Part 2.4(e)(ii) of the Company Disclosure Schedule, since the enactment of the ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act, the Company has not made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Acquired Corporations. (f) None of the Acquired Corporations has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) of Regulation S-K under the Exchange Act). (cg) Except as and to the extent set forth or reserved against on the consolidated balance sheet in Part 2.4(g) of Company and the Company Subsidiaries Disclosure Schedule, as reported in of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any of the Company ReportsSEC Documents. (h) The Company is in compliance in all material respects with (i) the applicable rules and regulations of the NASDAQ Stock Market LLC, including and (ii) the notes theretoapplicable listing requirements of the NASDAQ Global Select Market, none and has not since January 1, 2007 received any notice asserting any material non-compliance with the rules and regulations of Company the NASDAQ Stock Market LLC or any Company Subsidiary has any liabilities or obligations the listing requirements 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998NASDAQ Global Select Market.

SEC Filings; Financial Statements. (a) Company has timely filed all All forms, documents and reports, statements and documents required to be filed by it (A) with the SEC since June 11, 1998 (collectively, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such formsform, reportsdocument or report (but not including any document incorporated by reference into an exhibit), statements and documents Company may file subsequent excluding the Joint Proxy Statement/Consent Solicitation Statement, required to have been filed with or furnished to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with SEC by Pi or any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities ActPi Subsidiaries since January 1, 2021 (the Exchange Act “Pi SEC Documents”) have been timely filed or the rules and regulations of the NNMfurnished, as the case may be. As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amendment, supplement or superseding filing): (i) each of the Pi SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be), and the requirements of SOX and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Pi SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated The financial statements (includingincluding related notes, in each case, any notes theretoif any) contained in the Company Reports was Pi SEC Documents: (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 U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated to such financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained notes and were subject to normal and recurring immaterial year-end adjustments). ; and (ciii) Except fairly presented in all material respects the consolidated financial position of Pi and its consolidated Subsidiaries as of the respective dates thereof and to the extent set forth or reserved against on consolidated results of operations and cash flows of Pi and its consolidated Subsidiaries for the periods covered thereby. For purposes of this Agreement, “Pi Balance Sheet” means that audited consolidated balance sheet (and notes thereto) of Company Pi and the Company its consolidated Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 19982020 (the “Pi Balance Sheet Date”) set forth in Pi’s Annual Report on Form 10-K filed with the SEC on March 9, 2021.

SEC Filings; Financial Statements. (a) The Company has timely filed delivered or Made Available (or made available on the SEC website) to Parent accurate and complete copies of all formsregistration statements, proxy statements, Company Certifications and other statements, reports, statements schedules, forms and other documents filed by the Company with the SEC, including all amendments thereto, since January 1, 2011 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to be have been filed by it (A) the Company or its officers with the SEC since June 11January 1, 1998 2011 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (collectivelyor, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the date hereof until of this Agreement, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of the Company SEC Documents complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act or the rules and regulations of the NNM, (as the case may be, ); and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement of the certifications and document referred statements relating to in clause the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of this paragraph was prepared the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form in all material respects with all applicable Legal Requirements. As used in accordance with the requirements of applicable Law. No Company Subsidiary introduction to this Section 3 and in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is subject filed, furnished, submitted, supplied or otherwise made available to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange SEC or any other comparable Governmental Entitymember of its staff. (b) Each The 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 Alaska Corporations 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. The Company is in compliance in all material respects with the applicable listing requirements of the consolidated NASDAQ Global Market, and has not since January 1, 2011 received any notice asserting any non-compliance with the listing requirements of the NASDAQ Global Market. (c) The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was SEC Documents: (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 U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments, none of which will be material); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of the Company and the its consolidated Company Subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods indicated thereincovered thereby. No financial statements of any Person other than the Alaska Corporations are required by GAAP to be included in the consolidated financial statements of the Company. There are no comments from the SEC or its staff pending with respect to any statements, reports, schedules, forms or other documents filed by the Company with the SEC that remain outstanding and unresolved. (d) The Company’s auditor has at all times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services performed by the Company’s auditors for the Alaska Corporations that were required to be approved in accordance with Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act were so approved. (e) The Company maintains 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 Alaska Corporations; (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; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Alaska Corporations that could have a material effect on the Company’s consolidated 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, 2011, and, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company ReportsSEC Documents filed prior to the date of this Agreement, including such assessment concluded that such controls were effective and the notes theretoCompany’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, none 2011. To the knowledge of Company or any 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 U.S. GAAPthe Company, except for immaterial liabilities or obligations incurred as set forth in the ordinary course Company SEC Documents filed prior to the date of business consistent with past practice this Agreement, since December 31, 19982011, 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 design or operation of internal control over financial reporting utilized by the Alaska Corporations; (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 the foregoing. (f) Part 3.4(f) of the Company Disclosure Schedule lists, and the Company has delivered or Made Available to Parent accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) currently in effect or effected by any of the Alaska Corporations since January 1, 2011. None of the Alaska Corporations has any obligation or other commitment to become a party to any such “off-balance sheet arrangements” in the future.

SEC Filings; Financial Statements. (a) The Company has timely Made Available to Parent true, correct and complete copies of all Company SEC Documents filed all formssince December 31, 2010, including the Company Financial Statements. All statements, reports, statements schedules, forms and other documents required to be have been filed by it (A) the Company or its officers with the SEC since June 11December 31, 1998 2010 have been so filed on a timely basis, including any certification or statement required by: (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; and (iii) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents filed on or after December 31, 2010 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities“Certifications”). Each Company Report (i) was prepared of the Certifications are accurate and complete, and comply in all material respects in accordance as to form and content with all applicable Legal Requirements. None of the Company Subsidiaries is required to file any documents with the 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 and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively): (A) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNM, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (iiB) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance There are no outstanding or unresolved comments received from the SEC with the requirements of applicable Law. No Company Subsidiary is subject respect to the periodic reporting requirements of Company SEC Documents. As used in this Agreement, the Exchange Act or required term “file” and variations thereof, when used in reference to file any form, report or other document with the SEC, shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the NNM, any SEC and made publicly available on ▇▇▇▇▇ (other stock exchange than documents or any other comparable Governmental Entityinformation that are provided by the Company to the staff of the SEC on a supplemental basis and are not made publicly available on ▇▇▇▇▇). (b) Each The Company maintains a process of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that is designed to provide reasonable assurances: (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP; (ii) that receipts and expenditures are being made only in accordance with the authorizations of management and directors; and (iii) regarding prevention or timely detection of the consolidated unauthorized acquisition, use or disposition of the Acquired Corporations’ assets that could have a material effect on the financial statements. 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) that is designed to ensure that all material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure, and 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 and regulations. Since December 31, 2010 through the date of this Agreement, each director and officer of the Company has filed with or furnished to, as applicable, the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act. (c) The financial statements (including, in each case, including any notes theretorelated notes) contained in the Company Reports was SEC Documents filed on or after December 31, 2010, 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 U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated to such financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements or, in the case of unaudited 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 immaterial year-end adjustmentsadjustments that shall not, individually or in the aggregate, be material in amount); and (iii) fairly present in all material respects 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. (cd) Except as and to Part 3.4(d) of the extent set forth or reserved against on the consolidated balance sheet of Company Disclosure Schedule lists, and the Company Subsidiaries as reported in has Made Available to Parent, copies of the Company Reports, including the notes thereto, none of Company documentation creating or any 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 governing all securitization transactions and “off-balance sheet or arrangements” (as defined in notes thereto prepared Item 303(a) of Regulation S-K of the Securities Act) effected by any of the Acquired Corporations that are in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in effect as of the ordinary course date of business consistent with past practice since this Agreement. (e) Since December 31, 19982010, neither the Company nor the Company’s independent accountants have received any oral or written notification of any: (i) “significant deficiency” or “material weakness” in the design or operation of the internal control over financial reporting of the Company that is reasonably expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information or any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal control over financial reporting of the Company; or (ii) any material complaint, allegation or assertion regarding any of the foregoing. 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.

SEC Filings; Financial Statements. (a) Except as disclosed in Section 4.07 of the Company Disclosure Schedule, the Company has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC and Nasdaq since June 11August 31, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to 1995 through the date hereof until the Closingof this Agreement (collectively and as amended, the "COMPANY REPORTS") and (B) with any other Governmental Entities, including state regulatory authorities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMNasdaq, as the case may be, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (Bb) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Except as disclosed in Section 4.07 of the Company Disclosure Schedule, no Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNMNasdaq, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports filed since August 31, 1997 was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each 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 for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustmentsadjustments which did not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and as permitted by Form 10-Q of the SEC). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of the Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December August 31, 19981997 that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and documents required to be filed by it (A) with the SEC since June 11January 1, 1999, including its (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1999 and December 31, 1998 respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1999, and (iii) all other reports or registration statements filed by the Company with the SEC since January 1, 1999 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSSEC Reports") and (B) with any other Governmental Entities). Each Company Report The SEC Reports (i) was were prepared in accordance in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act or the rules and regulations of the NNMAct, as the case may be, and (ii) did not at the time it was they were filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements None of the Exchange Act or Subsidiaries is required to file any form, report statements or other document reports with the SEC, SEC pursuant to Sections 13(a) or 15(d) of the NNM, any other stock exchange or any other comparable Governmental EntityExchange Act. (b) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, fairly present the consolidated financial position of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and the consolidated results of operations and changes in financial position of the Company and the Subsidiaries for the respective periods indicated thereinindicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring immaterial year-end adjustmentsadjustments (which in the aggregate are not material in amount). (c) Except as and (i) set forth in Schedule 4.5(c), (ii) disclosed in any SEC Report filed prior to the extent set forth date of this Agreement or reserved against on (iii) incurred in the consolidated balance sheet ordinary course of Company business consistent with past practice, and except for obligations incurred in connection with the transactions contemplated by this Agreement, or the Company Subsidiaries as reported in Stock Option Agreement, neither the Company Reports, including nor any of the notes thereto, none of Company or any Company Subsidiary Subsidiaries 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 which, individually or in notes thereto prepared in accordance with U.S. GAAPthe aggregate, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998would have a Material Adverse Effect.

SEC Filings; Financial Statements. (a) Except as disclosed in Section 4.07 of the Company Disclosure Schedule, Company has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC and the NNM since June 11November 1, 1998 1996 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSCompany Reports") and (B) with any other Governmental Entities. Each Except as disclosed in Section 4.07 of the Company Disclosure Schedule, each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNM, as the case may be, in substantially all respects and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material Except as disclosed in Section 4.07 of the Company Disclosure Schedule, each form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each Except as disclosed in Section 4.07 of the Company Disclosure Schedule, each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.the

SEC Filings; Financial Statements. (a) Company Stratos has timely filed and made available to Paracer all forms, reports, statements reports and documents required to be filed by it (A) Stratos with the SEC since June 11April 30, 1998 2001, other than registration statements on Form S-8 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSStratos SEC Reports") and (B) with any other Governmental Entities). Each Company Report of the Stratos SEC Reports: (i) at the time it was prepared filed, complied in all material respects in accordance with the applicable requirements of the Securities Act, Act and the Securities Exchange Act or of 1934, as amended (the rules and regulations of the NNM"Exchange Act"), as the case may be, and (ii) did not at the time it was filed (oror if amended or superseded by a filing prior to the date of this Agreement, in then on the case date of registration statements filed under the Securities Act, at the time of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Stratos SEC Report or necessary in order to make the statements made thereinin such Stratos SEC Report, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes theretorelated notes) contained in the Company Stratos SEC Reports, including any Stratos SEC Reports filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and each presented fairly or will present fairly, in all material respects, the consolidated financial position of Company Stratos and its Subsidiaries as of the respective dates, and the consolidated Company Subsidiaries as at the respective dates thereof results of its operations and cash flows for the respective periods indicated thereinindicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (a) The Company has timely filed Made Available to Parent accurate and complete copies of all formsregistration statements, proxy statements and other statements, reports, statements schedules, forms and other documents filed by the Company with, and all Company Certifications (as defined below) filed or furnished by the Company with or to, the SEC since January 1, 2007, including all amendments thereto (collectively, the “Company SEC Documents”). Since January 1, 2007, all statements, reports, schedules, forms and other documents required to be have been filed or furnished by it (A) the Company with or to the SEC since June 11have been so filed or furnished on a timely basis. None of the Company’s Subsidiaries is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished to the SEC (or, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent if amended prior to the date hereof until of this Agreement, as of the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such amendment): (i) was prepared each of the Company SEC Documents complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, Act and the Exchange Act or the rules and regulations of the NNM, (as the case may be, ) and any rules and regulations promulgated thereunder applicable to the Company SEC Documents; and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement of the certifications and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject statements relating to the periodic reporting requirements Company SEC Documents required by: (A) Rule 13a-14 or 15d-15 of the Exchange Act or required to file any form, report (B) Section 302 or other document with 906 of the SEC▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) (collectively, the NNM“Company Certifications”) is accurate and complete. Except as set forth in Part 2.4(a) of the Company Disclosure Schedule, neither the Company nor, to the Knowledge of the Company, any other stock exchange of its executive officers has received written notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of any other comparable Governmental EntityCompany Certifications. (b) Each Except as set forth in Part 2.4(b) of the Company Disclosure Schedule, (i) the Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and (ii) such disclosure controls and procedures are effective to ensure that all material information concerning the Company required to be disclosed in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of such reports. The Company has Made Available to Parent accurate and complete copies of all minutes from the meetings of the audit committee of the Company Board from January 1, 2007 through the date of this Agreement. (c) The consolidated financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was SEC Documents: (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 U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of the Company and the its consolidated Company Subsidiaries subsidiaries as at of the respective dates thereof and the consolidated results of operations, retained earnings (loss), changes in financial position and cash flows of the Company and its consolidated subsidiaries for the respective periods indicated therein, except covered thereby. Except as otherwise noted therein (subject, set forth on Part 2.4(c) of the Company Disclosure Schedule no financial statements of any Person other than the Company and the Subsidiaries are required by GAAP to be included in the case consolidated financial statements of unaudited statementsthe Company. (d) The Company maintains a system of internal accounting controls 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. 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, 2010, and such assessment concluded that such controls were effective as of December 31, 2010. (e) Except as set forth in Part 2.4(e)(i) of the Company Disclosure Schedule, since January 1, 2007, the Company’s principal executive officer and its principal financial officer (each as defined in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) have disclosed to normal the Company’s auditors and recurring immaterial yearthe audit committee of the Company Board: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company on a consolidated basis; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Except as set forth in Part 2.4(e)(ii) of the Company Disclosure Schedule, since the enactment of the ▇▇▇▇▇▇▇▇-end adjustments▇▇▇▇▇ Act, the Company has not made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (f) The Company has not effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) of Regulation S-K under the Exchange Act). (cg) Except as and to the extent set forth or reserved against on the consolidated balance sheet in Part 2.4(g) of Company and the Company Subsidiaries Disclosure Schedule, as reported in of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any of the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998SEC Documents.

SEC Filings; Financial Statements. (a) The Company has timely filed all formsor furnished each form, reportsreport, statements schedule, registration statement and documents definitive proxy statement required to be filed or furnished by it the Company with or under the Securities Act or the Exchange Act (Athe "SEC Reports"). Except as set forth in Section 2.7(a) with of the Company Disclosure Letter, since February 4, 2003 the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report Reports (i) was were filed or furnished on a timely basis, (ii) were prepared in all material respects in accordance compliance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (iiiii) did not at the time it was they were filed (or, in and if amended or superseded by a filing prior to the case date of registration statements filed under this Agreement then on the Securities Act, at the time date of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements None of the Exchange Act or Company's subsidiaries is required to file or furnish any form, report reports or other document documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports (the "Financial Statements") (including any Company Reports SEC Report filed after the date of this Agreement): (i) complied and will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing; (ii) was and will be prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act"GAAP") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectthereto or, in the case of unaudited statements, may not contain footnotes as permitted by Form 10-Q) and fairly presented and will fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the respective dates thereof and the consolidated results of the Company's and its subsidiaries' operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring immaterial year-end adjustmentsadjustments which were not or will not be material in amount or significance. Except as reflected in the Financial Statements, neither the Company nor any of its subsidiaries is a party to any material off-balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Securities Act ("Regulation S-K")). All reserves that are set forth in or reflected in the Interim Balance Sheet (as defined below) have been established in accordance with GAAP consistently applied. At September 30, 2006 (the "Interim Balance Sheet Date"), there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the balance sheet as of the Interim Balance Sheet Date (the "Interim Balance Sheet") as required by Statement No. 5. The Financial Statements comply in all material respects with the requirements of the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reporting, a report to the audit committee or is otherwise material. The books and records of the Company and each of its subsidiaries have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements. (c) Except The Company has previously 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 which 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 maintains "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company's management, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 ("SOX") with respect to such reports. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of SOX and the rules and regulations promulgated thereunder with respect to the SEC Reports. Based on the most recent evaluation by the Company's Chief Executive Officer and Chief Financial Officer, and to the extent set forth or reserved against on best of the consolidated balance sheet knowledge of Company the Company's Chief Executive Officer and the Company Subsidiaries as reported Chief Financial Officer, there are no "significant deficiencies" in the Company Reportsdesign or operation of the Company's internal controls and procedures which are reasonably likely to materially and adversely affect the Company's ability to record, including the notes theretoprocess, none of Company summarize and report financial data or any Company Subsidiary has any liabilities "material weaknesses" in the Company's internal controls. As used in this section, a "significant deficiency" in controls means a control deficiency that adversely affects the Company's ability to initiate, authorize, record, process, 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 report external financial data reliably in accordance with U.S. GAAP. A "significant deficiency" may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. As used in this section, except for immaterial liabilities a "material weakness" in controls means a significant deficiency, or obligations incurred a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. To the Company's knowledge, there is no fraud, whether or not material, that involves any Employee (as defined in Section 2.11(a)(v)) who has a significant role in the ordinary course Company's internal controls and procedures. (e) To the Company's knowledge, each of business consistent ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (each, an "Independent Auditor"), which auditor has expressed its opinion, as applicable, with past practice since respect to the financial statements of the Company and its subsidiaries as of December 31, 19982005, December 31, 2004 and December 31, 2003 and for each of the fiscal years in the three fiscal year period ended December 31, 2005 included in the SEC Reports (including the related notes), is "independent" (under applicable rules then in effect) with respect to the Company (and any subsidiary) within the meaning of Regulation S-X since the appointment of each Independent Auditor in that capacity. The Company is in compliance with the applicable criteria of eligibility for continued quotation of the Company Common Stock on the Over-the-Counter Bulletin Board (the "OTCBB") and has not received any notice from the National Association of Securities Dealers asserting any non-compliance with such rules and regulations. (f) Except as set forth on Section 2.7(f) of the Company Disclosure Letter, no Employee or attorney representing the Company (or any subsidiary), whether or not employed by the Company (or any such subsidiary), has reported to the Board or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty, fraudulent conduct or similar violation by an Employee or agent (while acting in that capacity).

SEC Filings; Financial Statements. (a) Company Mutual has timely filed and made available to UPC all forms, reports, statements and documents required to be filed by it (A) Mutual with the SEC since June 1130, 1998 1995 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSMutual SEC Reports") and (B) with any other Governmental Entities). Each Company Report The Mutual SEC Reports (i) was prepared at the time filed, complied in all material Material respects in accordance with the applicable requirements of the Securities 1933 Act and the 1934 Act, the Exchange Act or the rules and regulations of the NNM, as the case may be, and (ii) did not at the time it was they were filed (oror if amended or superseded by a filing prior to the date of this Agreement, in then on the case date of registration statements filed under the Securities Act, at the time of effectivenesssuch latter filing) contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated therein in such Mutual SEC Reports or necessary in order to make the statements made thereinin such Mutual SEC Reports, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) None of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary Mutual's Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or required to file any formforms, report reports, or other document documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements Mutual Financial Statements (including, in each case, any notes theretorelated notes) contained in the Company Mutual SEC Reports, including any Mutual SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all Material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared or will be prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each presented fairlyto such financial statements, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjector, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and fairly presented or will fairly present in all Material respects the consolidated financial position of Mutual and its Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth adjustments which were not or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required are not expected to be reflected on a balance sheet Material in amount or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998effect.

SEC Filings; Financial Statements. (a) Company Terrain has filed or furnished, as applicable, on a timely filed basis all forms, statements, certifications, reports, statements schedules, exhibits and other documents required to be filed or furnished by it (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, under the Exchange Act or the rules and regulations Securities Act since January 1, 2021 (the “Terrain SEC Documents”). As of the NNMtime 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 Terrain SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and, and (ii) did not at to Terrain’s Knowledge, as of the time it was filed (orthey were filed, in none of the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Terrain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement The certifications and document referred to in clause statements required by (Bi) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Terrain SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 4.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or required information is furnished, supplied or otherwise made available to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was Terrain SEC Documents: (i) complied as to form in all material respects with the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the SEC applicable thereto, (ii) were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoto such financial statements 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 that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and each presented fairly(iii) fairly present, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries Terrain as at of the respective dates thereof and the results of operations and cash flows of Terrain for the respective periods indicated therein, except covered thereby. Other than as otherwise noted therein (subject, expressly disclosed in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and Terrain SEC Documents filed prior to the extent set forth date hereof, there has been no material change in Terrain’s accounting methods or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) principles that would be required to be reflected on a balance sheet or disclosed in notes thereto prepared Terrain’s financial statements in accordance with U.S. GAAP. The books of account and other financial records of Terrain and each of its Subsidiaries are true and complete in all material respects. (c) Terrain’s auditor has at all times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), (ii) to the Knowledge of Terrain, “independent” with respect to Terrain within the meaning of Regulation S-X under the Exchange Act and (iii) to the Knowledge of Terrain, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) Except as set forth on Section 4.7(d) of the Terrain Disclosure Schedule, ▇▇▇▇▇▇▇ has not received any comment letter from the SEC or the staff thereof or any correspondence from Nasdaq or the staff thereof relating to the delisting or maintenance of listing of the Terrain Common Stock on Nasdaq. ▇▇▇▇▇▇▇ has not disclosed any unresolved comments in the Terrain SEC Documents. (e) Since January 1, 2021, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, or general counsel of Terrain, the Terrain Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Except as set forth on Section 4.7(f) of the Terrain Disclosure Schedule, Terrain is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and governance rules and regulations of Nasdaq. (g) Terrain maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, except for immaterial liabilities including policies and procedures sufficient to provide reasonable assurance (i) that Terrain maintains records that in reasonable detail accurately and fairly reflect Terrain’s transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Terrain Board and (iv) regarding prevention or obligations incurred timely detection of the unauthorized acquisition, use or disposition of Terrain’s assets that could have a material effect on Terrain’s financial statements. Terrain has evaluated the effectiveness of Terrain’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Terrain SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Terrain has disclosed to ▇▇▇▇▇▇▇’s auditors and the Audit Committee of the Terrain Board (and made available to the Company a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the ordinary course design or operation of business consistent with past practice since December 31internal control over financial reporting that are reasonably likely to adversely affect ▇▇▇▇▇▇▇’s ability to record, 1998process, 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 Terrain’s or its Subsidiaries’ internal control over financial reporting. Except as disclosed in the Terrain SEC Documents filed prior to the date hereof, ▇▇▇▇▇▇▇ has not identified any material weaknesses in the design or operation of Terrain’s internal control over financial reporting. (h) ▇▇▇▇▇▇▇’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Terrain in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to ▇▇▇▇▇▇▇’s principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the Certifications and such disclosure controls and procedures are reasonably effective. Terrain has carried out the evaluation of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act. (i) As of the date hereof and as of the date of effectiveness of the Registration Statement, ▇▇▇▇▇▇▇ qualifies as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K as promulgated under the Securities Act and an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act. (j) Terrain has not been and is not currently determined to be a “shell company” as defined under Section 12b-2 of the Exchange Act.

SEC Filings; Financial Statements. (a) The Company has timely filed all formsdelivered to Investor accurate and complete copies (excluding copies of exhibits) of its Annual Report on Form 10-KSB for the fiscal year ended June 30, reports1996, statements and documents required to be of a Prospectus dated June 30, 1997, filed by the Company with the Securities and Exchange Commission (the "SEC") (the "Company SEC Documents"). As of the time it (A) was filed with the SEC since June 11(or, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the date hereof until of this Agreement, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of the Company SEC Documents complied in all material respects in accordance with the applicable requirements of the federal Securities Act of 1933, as amended, (the "1933 Act, ") or the Securities Exchange Act or of 1934, as amended (the rules and regulations of the NNM, "1934 Act") (as the case may be, and ); and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated The financial statements (including, in each case, any notes thereto) contained in the Company Reports was SEC Documents: (i) were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles applied on a consistent basis throughout the periods indicated (covered, except as may be indicated in the notes thereto) to such financial statements and each presented fairly, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements) as permitted by Form 10-QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring immaterial year-end adjustments).audit adjustments which will not, individually or in the aggregate, be material in magnitude; and (cii) Except fairly present the financial position of the Company as and to of the extent set forth or reserved against on the consolidated balance sheet of Company respective dates thereof and the Company Subsidiaries as reported in results of operations of the Company Reports, including for the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998periods covered thereby.

SEC Filings; Financial Statements. (a) Since January 1, 2022, the Company has filed or furnished on a timely filed basis all reports, schedules, forms, reports, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it (A) the Company with the SEC (as supplemented, modified or amended since June 11the time of filing, 1998 (collectivelythe “Company SEC Documents”), together with and there are no failures to perform such acts prior to January 1, 2022 that remain active or for which the Company could have any such formsongoing liability. As of their respective dates, reportsor, statements and documents Company may file subsequent if amended prior to the date hereof until of this Agreement, as of the Closingdate of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared SEC Documents complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the NNM“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, and, 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 Document, none of the Company SEC Documents when filed 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. (b) The financial statements (including any related notes and schedules) 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 applicable thereto; (ii) did not at were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the time it was filed periods covered (except as may be indicated in the notes to such financial statements or, in the case of registration statements filed unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Securities Exchange Act); and (iii) fairly presented, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments). (c) The Company maintains a system of internal control over financial reporting (as defined in Rule 13a-15 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 the Board of Directors; 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 the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2024, and, set forth on Section 3.4(c) of the Company Disclosure Schedule is a list of all Company SEC Documents filed prior to the date of this Agreement in which that assessment did not conclude that those controls were effective. To the knowledge of the Company, since January 1, 2025, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by the Company, which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (2) any fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. (d) The Company maintains disclosure controls and procedures as defined in and 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 the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the 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 the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq. (e) The Company is not a party to, nor does it have any obligation or other commitment to become a party to, “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 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 the Company SEC Documents. 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 regarding any matter whatsoever. (g) Each document required to be filed by the Company with the SEC in connection with the Offer, including the Schedule 14D-9 (the “Company Disclosure Documents”), and any amendments or supplements thereto, when filed, distributed or otherwise disseminated to the Company’s stockholders, 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 effectiveness) 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 otherwise disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (bi) Each The information with respect to the Acquired Corporations that the Company furnishes to Parent or Purchaser specifically for use in the Offer Documents, at the time of the consolidated financial filing of and at the time of any distribution or dissemination of the Offer Documents, will not 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 (includingmade therein, in each caselight of the circumstances under which they were made, any notes theretonot misleading. (ii) contained Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Company Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments)Disclosure Documents. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (a) The Company has timely filed all registration statements, prospectuses, forms, reports, statements definitive proxy statements, schedules and documents required to be filed by it (A) with under the SEC Securities Act or the Exchange Act, as the case may be, since June 11January 1, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSCompany SEC Filings") and (B) with any other Governmental Entities). Each Company Report ------------------- SEC Filing (i) was prepared as of its date, complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (ii) did not not, at the time it was filed (orfiled, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) As of the date of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Agreement, no Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental EntityAct. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports SEC Filings was prepared in all material respects in accordance with U.S. GAAP applied (except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ), and each presented fairly, in all material respects, fairly the consolidated financial position position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustmentsadjustments which did not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect). The books and records of the Company and the Company Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the consolidated Company Subsidiaries as reported of December 31, 2000 included in the Company ReportsCompany's Form 10-K for the year ended December 31, 2000, including the notes theretothereto (the "Company Form 10-K"), none of neither the Company or nor ----------------- 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 U.S. GAAP, except for immaterial (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 19982000 and (ii) liabilities and obligations incurred in connection with this Agreement and the transactions contemplated hereby that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) As of the date hereof, no "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) filed as an exhibit to the Company Form 10-K has been amended or modified, except for such amendments or modifications which have been filed as an exhibit to a subsequently dated Company SEC Filing or are not required to be filed with the SEC.

SEC Filings; Financial Statements. (a) The Company has timely made available to the Buyer a correct and complete copy of each form, report, schedule, statement and other documents filed by the Company with the SEC since January 1, 1998 (collectively, the "COMPANY SEC REPORTS"), which are all the forms, reports, statements reports and documents required to be filed by it (A) the Company with the SEC since June 11such date. As of their respective dates or, 1998 (collectivelyif amended, together with any such forms, reports, statements and documents Company may file subsequent to as of the date hereof until of the Closinglast such amendment, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report SEC Reports (i) was prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements None of the Exchange Act or Company's Subsidiaries is required to file any formforms, report reports or other document documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each As of the their respective dates, (i) each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (x) was prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (y) complied in all material respects with the published rules and regulations of the SEC with respect thereto, and (z) was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, fairly presents the consolidated financial position of the Company and the its consolidated Company Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and changes in shareholders' equity for the respective periods indicated thereinindicated; and (ii) the Company Interim Financial Data (x) was prepared from, except as otherwise noted therein and in accordance with, the books and records of the Company and its consolidated Subsidiaries, and (subjecty) was prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved and fairly presents the condensed consolidated statements of operations, in the case condensed consolidated balance sheets, and condensed consolidated statements of unaudited statements, to normal and recurring immaterial year-end adjustments)cash flows. (c) Except as and The Company has previously furnished to the extent set forth or reserved against on the consolidated balance sheet of Company Buyer a complete and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations correct copy of any nature (whether accruedamendments or modifications, absolute, contingent or otherwise) that would be which have not yet been filed as of the date hereof with the SEC but which are required to be reflected on a balance sheet filed, to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act or any material agreements potentially required to be filed that have not been so filed. (d) The Company does fully comply and has always fully complied in notes thereto prepared in accordance all material respects with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998all applicable Netherlands statutory accounting and reporting rules and regulations.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as the case may be, all forms, reports, statements statements, schedules and other documents required to be filed or furnished by it (A) with or to the SEC since June 11March 31, 1998 2012 (collectively, together with any such the forms, reports, statements statements, schedules and other documents Company may file subsequent to the date hereof until the Closingfiled or furnished since March 31, 2012, including any amendments thereto, and together with any exhibits and schedules thereto, collectively, the "COMPANY REPORTS") and (B) with any other Governmental Entities“Company SEC Reports”). Each The Company Report SEC Reports (i) was prepared at the time they were filed and, if amended, as of the date of such amendment, complied in all material respects in accordance with the all applicable requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, and, if amended, as of effectiveness) the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) No Subsidiary of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements requirement of Sections 13(a) and 15(d) of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental EntityAct. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained (or incorporated by reference) in the Company SEC Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlyfairly presents, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and the its consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments)therein. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and Neither the Company nor any of its Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities outstanding liability or obligations obligation of any nature (whether accrued, absolute, contingent contingent, determined, determinable or otherwiseotherwise and whether due or to become due) that would be required by GAAP to be reflected on a consolidated balance sheet or in notes thereto prepared in accordance with U.S. GAAPof the Company and its consolidated Subsidiaries, except for immaterial liabilities and obligations (i) that are reflected, or obligations for which reserves were established, on the consolidated balance sheets of the Company and its consolidated Subsidiaries included in the Company SEC Reports, (ii) incurred in the ordinary course of business consistent with past practice since December 31▇▇▇▇▇ ▇▇, 1998▇▇▇▇, (▇▇▇) incurred in connection with the Transactions or otherwise as contemplated by this Agreement or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SEC Filings; Financial Statements. (ai) The Company has timely filed all forms, reports, statements schedules, and documents required to be filed by it (A) with the SEC since September 20, 2012, including (i) its annual report on Form 20-F for the fiscal year ended December 31, 2012 (the “Annual Report”), (ii) its quarterly earnings release dated August 28, 2013 for the quarter ended June 1130, 1998 2013 and (collectively, together with any such iii) all other forms, reports, schedules, registration statements and other documents required to be filed by the company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, filed by the Company may file subsequent with the SEC since September 20, 2012 (the forms, reports, schedules, and other documents referred to the date hereof until the Closingin clauses (i), the "COMPANY REPORTS"(ii) and (Biii) with any other Governmental Entitiesabove being, collectively, the “SEC Reports”). Each Company Report The SEC Reports (i) was prepared complied as to form in all material respects in accordance with the requirements of the Securities Act, Act and the Exchange Act or and the rules and regulations of the NNM, as the case may bepromulgated thereunder, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, or, if amended, as of effectiveness) the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (bii) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlyfairly presents, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and the its consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustmentsadjustments which would not have had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; however, a Material Adverse Effect will not be deemed to have taken place if such adjustments result from (v) changes in the trading price of the Company’s ADSs, (w) the public disclosure of the transactions contemplated hereby in accordance with the terms of this Agreement, (x) changes in generally accepted accounting principles that are generally applicable to comparable companies, (y) changes in economic and market conditions in general or in the industry in which the Company operates, and (z) effects or changes relating to the Company’s share based compensation expenses). (ciii) Except as and to the extent set forth or reserved against on the audited consolidated balance sheet of the Company and the Company consolidated Subsidiaries as reported in the Company Reportsat June 30, 2013, including the notes theretothereto (the “Balance Sheet”), none of neither the Company or nor any Company Subsidiary has any liabilities liability or obligations obligation 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 disclosed in accordance with U.S. GAAP, except for immaterial liabilities or obligations and obligations, incurred in the ordinary course of business consistent with past practice since December 31June 30, 19982013, which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. However, a Material Adverse Effect will not be deemed to have taken place if such liability or obligation results from (v) changes in the trading price of the Company’s ADSs, (w) the public disclosure of the transactions contemplated hereby in accordance with the terms of this Agreement, (x) changes in generally accepted accounting principles that are generally applicable to comparable companies, (y) changes in economic and market conditions in general or in the industry in which the Company operates, and (z) effects or changes relating to the Company’s share based compensation expenses. None of the Company or its Subsidiaries is a party to any contract or any commitment providing for an interest rate, currency or commodity swap, derivative, forward purchase or sale or other transaction similar in nature or effect or involving any off-balance sheet financing.

SEC Filings; Financial Statements. (a) Since January 1, 2012, the Company has timely filed all forms, reports, statements and documents reports required to be filed by it under the Securities Exchange Act of 1934, as amended (Athe “Exchange Act”), including pursuant to Section 13(a) with or 15(d) thereof. Such reports required to be filed by the SEC since June 11Company under the Exchange Act, 1998 (collectivelyincluding pursuant to Section 13(a) or 15(d) thereof, together with any materials filed by the Company under the Exchange Act, whether or not any such formsreports were required to be filed (but not including any materials furnished), reports, statements and documents Company may file subsequent being collectively referred to herein as the date hereof until the Closing“SEC Reports.” As of their respective dates, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each SEC Reports filed by the Company Report (i) was prepared complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or and the rules and regulations of the NNM, as the case may beSEC promulgated thereunder, and (ii) did not at none of the time it was SEC Reports, when filed (orby the Company, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated The financial statements (including, in each case, any notes thereto) contained included in the Company SEC Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented present fairly, in all material respects, the consolidated financial position of the Company as of the dates shown and the its consolidated Company Subsidiaries as at the respective dates thereof results of operations and cash flows for the respective periods indicated thereinshown, and such financial statements have been prepared in conformity with U.S. GAAP applied on a consistent basis (except as otherwise noted may be disclosed therein (subjector in the notes thereto, and, in the case of unaudited quarterly financial statements, to normal and recurring immaterial yearas permitted by Form 10-end adjustmentsQ under the Exchange Act). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (aA) The Company has timely filed delivered (or made available via the SEC ▇▇▇▇▇ database) to Parent accurate and complete copies of all formsregistration statements, proxy statements and other statements, reports, statements schedules, forms and other documents, and all Company Certifications (as defined below in this Section), filed or furnished by the Company with or to the SEC since July 2, 2005, including all amendments thereto (collectively, the "Company SEC Documents"). Except as set forth in Part 2.4(a) of the Company Disclosure Schedule, all statements, reports, schedules, forms and other documents required to be have been filed or furnished by it (A) the Company or its officers with or to the SEC since June 11have been so filed or furnished on a timely basis. None of the Company Subsidiaries is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished to the SEC (or, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the date hereof until of this Agreement, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of the Company SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act or the rules and regulations of the NNM, (as the case may be, ); and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement of the certifications and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject statements relating to the periodic reporting requirements Company SEC Documents required by: (A) the SEC's Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (B) Rule 13a-14 or required to file any form, report 15d-14 under the Exchange Act; or other document with (C) 18 U.S.C. Section 1350 (Section 906 of the SEC▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) (collectively, the NNM"Company Certifications") is accurate and complete, any other stock exchange or any other comparable Governmental Entityand complied as to form and content with all applicable Legal Requirements. (bB) Each The Acquired Corporations maintain 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 Acquired Corporations 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 on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents. The Company has delivered to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. The Company is, and has at all times been, in compliance with the applicable listing and other rules and regulations of the NASDAQ National Market and has not received any notice from the NASDAQ National Market asserting any non-compliance with any of such rules and regulations. (C) Except as set forth in Part 2.4(c) of the Company Disclosure Schedule, the consolidated financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was SEC Documents, and the unaudited consolidated financial statements as of April 1, 2006 attached to Part 2.4(c) of the Company Disclosure Schedule: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto, except to the extent subsequently modified or restated in any Company SEC Documents filed or furnished prior to the date of this Agreement; (ii) were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements 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 adjustments that will not, individually or in the aggregate, be material in amount); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of the Company and the its consolidated Company Subsidiaries subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods indicated thereincovered thereby. No financial statements of any Person other than the Acquired Corporations are required by GAAP to be included in the consolidated financial statements of the Company. (D) To the Knowledge of the Company, the Company's auditor has at all times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) "independent" with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services (as defined in Section 2(a)(8) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) performed by the Company's auditors for the Acquired Corporations were approved as required by Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (E) The Acquired Corporations maintain a system of internal accounting controls 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. Without limiting the generality of the foregoing, except as otherwise noted therein (subjectset forth in Part 2.4(e) of the Company Disclosure Schedule, there are no significant deficiencies or material weaknesses in the case design or operation of unaudited statementsthe Acquired Corporations' internal controls over financial reporting that could reasonably be expected to adversely affect the ability of the Acquired Corporations to record, process, summarize and report financial information. The Company has delivered to normal Parent accurate and recurring immaterial year-end adjustments)complete copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. (cF) Except as and to Part 2.4(f) of the extent set forth or reserved against on the consolidated balance sheet of Company Disclosure Schedule lists, and the Company Subsidiaries as reported in has delivered to Parent accurate and complete copies of the Company Reportsdocumentation creating or governing, including the notes thereto, none of Company or any 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 all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(a)(4)(ii) of Regulation S-K under the Exchange Act) currently in effect or in notes thereto prepared in accordance with U.S. GAAPeffected by any of the Acquired Corporations since January 1, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 19982002.

SEC Filings; Financial Statements. (a) Each Subject Company has timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since January 1, 2001 with any Governmental Authority and has paid all material fees and assessments due and payable in connection therewith. Except for normal and routine examinations conducted by Governmental Authorities in the regular course of the business of the Subject Companies and FG (with respect to the FG Transferred Business only), and except as set forth in Section 4.7(a) of the Seller Disclosure Schedule, no Governmental Authority has initiated any proceeding or investigation or, to the Knowledge of Seller, threatened or indicated an intention to initiate any investigation into the business or operations of the Subject Companies or FG (with respect to the FG Transferred Business only) since January 1, 2001. (b) The Company has filed all material reports, schedules, forms, reports, statements and other documents required to be filed by it (A) with the SEC since June 11January 1, 1998 2001 (collectively, together with any such formsall items incorporated therein by reference, reportsthe "Company Reports"). The Company Reports, statements and documents Company may file subsequent at the time they were filed (or if amended or superseded by a filing prior to the date hereof until of this Agreement, then on the Closingdate of such filing), the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (bc) Each of the consolidated statements of financial condition and the related consolidated statements of operations and comprehensive income, retained earnings and cash flows (including, in each case, any related notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) thereto or in such documents or, in the case of unaudited financial statements, as otherwise permitted by Form 10-Q of the SEC), and each presented fairly, fairly presents in all material respects, respects the consolidated financial position of the Company and the consolidated Company its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustmentsadjustments which have not had and would not reasonably be likely to have a Material Adverse Effect). (cd) Except as Each of the Insurance Subsidiaries has filed all annual or quarterly statements, together with all exhibits and schedules thereto, required to be filed with or submitted to the extent set forth appropriate regulatory authorities of the jurisdiction in which it is domiciled on forms prescribed or reserved against on permitted by such regulatory authority (collectively, the consolidated balance sheet of "Company and the Company Subsidiaries as reported SAP Statements") since January 1, 2001. The financial statements included in the Company ReportsSAP Statements and prepared on a statutory basis, including the notes thereto, none of Company or any 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 have been prepared in notes thereto prepared all material respects in accordance with U.S. GAAPaccounting practices prescribed or permitted by the applicable regulatory authorities in effect as of the date of the respective statements and such accounting practices have been applied in all material respects on a consistent basis throughout the periods involved, except for immaterial liabilities or obligations incurred as expressly set forth in the ordinary course notes or schedules thereto, and such financial statements present fairly in all material respects the respective statutory financial positions and results of business consistent operations of each of the Insurance Subsidiaries as of their respective dates and for the respective periods presented therein. (e) The Company has timely filed or supplied all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with past practice since December 31respect to any Company Report. The Co▇▇▇▇▇ ▇▇▇▇▇▇▇▇s disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company's SEC filings and other public disclosure documents. (f) The Subject Companies and the FG Transferred Business maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, 1998(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. (g) Since January 1, 2001, none of Seller Parent, Seller or any Subject Company has received any complaint, allegation or claim regarding the accounting or auditing practices, procedures, methodologies or methods of any Subject Company or their respective internal accounting controls.

SEC Filings; Financial Statements. (a) The Company has timely filed Made Available to Parent all formsmaterial written correspondence between any of the Company Entities on the one hand, reportsand the SEC on the other hand, statements and documents since December 31, 2016. All Company SEC Documents required to be have been filed or furnished by it (A) the Company or its officers with the SEC since June 11December 31, 1998 2016 have been so filed or furnished on a timely basis, including any certification or statement required by: (i) Rule 13a-14 or Rule ▇▇▇-▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ (▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇); (ii) Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; and (iii) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents filed on or after December 31, 2016 (collectively, together with any such forms, reports, statements and documents the “Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental EntitiesCertifications”). Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules Company Certifications was accurate and regulations of the NNM, as the case may becomplete, and (ii) did not complied as to form and content with all Applicable Law at the time such Company Certification was made. 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 or, in the case of any Company SEC Document that is a registration statements statement filed under pursuant to the Securities requirements of the 1933 Act, at as of the time effective date of effectivenesssuch Company SEC Document): (A) contain each Company SEC Document complied in all material respects with the applicable requirements of the 1933 Act or the 1934 Act (as the case may be); and (B) no Company SEC Document contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the ▇▇▇▇ ▇▇▇) sufficient to provide reasonable assurances: (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles; (ii) that transactions are executed only in accordance with the authorization of management; and (iii) regarding prevention or timely detection of the consolidated unauthorized acquisition, use or disposition of the Company Entities’ properties or assets. The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the ▇▇▇▇ ▇▇▇) sufficient to ensure that all material information concerning the Company Entities 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 ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 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 Company Certifications. (c) The financial statements (including, in each case, including any notes theretorelated notes) contained in the Company Reports was SEC Documents filed on or after December 31, 2016, 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 U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except (A) as may be indicated therein or in the notes thereto, (B) with respect to unaudited statements, as permitted by the SEC, and each presented fairly, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, C) in the case of the unaudited interim financial statements, to normal and recurring immaterial year-end adjustmentsadjustments as permitted by GAAP and the applicable rules and regulations of the SEC and the absence of notes thereto); and (iii) fairly present (in accordance with GAAP) 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. (cd) Except as and None of the Company Entities is a party to, or has any commitment to the extent set forth become a party to, any joint venture, off-balance sheet partnership or reserved against any similar Contract (including any Contract relating to any transaction or relationship between or among any Company Entity, on the consolidated 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 Company and Regulation S-K promulgated under the 1933 Act)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Subsidiaries as reported Entities in the Company ReportsEntities’ published financial statements or any of the Company SEC Documents. (e) Since December 31, including 2016 through the notes theretodate hereof, none of the Company Entities, the Company’s independent accountants (to the Knowledge of the Company), or the board of directors or audit committee of the board of directors of any Company Entity, or any Company Subsidiary has any liabilities or obligations officer of any nature Company Entity, has received: (whether accrued, absolute, contingent or otherwisei) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred any written notification of any: (A) “significant deficiency” in the ordinary course internal controls over financial reporting of business consistent any of the Company Entities; (B) “material weakness” in the internal controls over financial reporting of any of the Company Entities; or (C) fraud, whether or not material, that involves management or other employees of any of the Company Entities who have a significant role in the internal controls over financial reporting of the applicable Company Entity; or (ii) any material complaint, allegation, assertion or claim alleging, asserting or claiming that the accounting or auditing practices, procedures, methodologies or methods of any of the Company Entities or their respective internal accounting controls fail to comply with past practice since December 31generally accepted accounting principles, 1998generally accepted auditing standards or Applicable Law. 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.

SEC Filings; Financial Statements. (a) Company The Purchaser has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC and the Nasdaq National Market since June 11October 31, 1998 1999 (collectively, together with any such forms, reports, statements and documents Company the Purchaser may file subsequent to the date hereof until the ClosingClosing Date, the "COMPANY PURCHASER REPORTS") and (B) with any other Governmental Entities). Each Company Purchaser Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMNasdaq National Market, as the case may be, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Purchaser Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, Nasdaq National Market any other stock exchange or any other comparable Governmental Entitygovernmental entity. (b) Each Except as is provided in the Purchaser Reports, each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Purchaser Reports complied as to form in all material respects with applicable accounting requirements, 26 31 was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of Company the Purchaser and the consolidated Company Purchaser Subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of the Purchaser and the consolidated Purchaser Subsidiaries for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (a) Company has timely filed all formsAll statements, reports, statements schedules, forms and other documents required to be have been filed by it (A) BEA with the SEC since June 11have been so filed. As of the time it was filed with the SEC (or, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the date hereof until of this Agreement, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of such documents complied in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act or the rules and regulations of the NNM, (as the case may be, ); and (ii) did not at the time it was filed (or, in the case none of registration statements filed under the Securities Act, at the time of effectiveness) contain such documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred The consolidated financial statements contained in such documents: (i) complied as to in clause (B) of this paragraph was prepared form in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements published rules and regulations of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. SEC applicable thereto; (bii) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and reoccurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position position, in all material respect of Company BEA and its subsidiaries as of the respective dates hereof and the consolidated Company Subsidiaries as at the respective dates thereof results of operations of BEA and its subsidiaries for the respective periods indicated thereincovered thereby. To the knowledge of senior management of BEA, no material adverse change in BEA's business or financial condition, taken as a whole, has occurred since its most recently filed Form 10- Q, except (i) as otherwise noted therein disclosed in any document referred to above filed or amended after the date of such Form 10-Q, (subjectii) as disclosed to Vendor's Representative, or (iii) for any changes in the case economy in general (or in the overall industry in which BEA operates) or in any stock market or trading system (including, without limitation, any change in the value of unaudited statements, to normal and recurring immaterial year-end adjustmentsany trading indices with respect thereto). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (a) Company has timely filed all All reports, schedules, forms, reports, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it (A) with the Company with, or that were otherwise furnished by the Company to, the SEC since June 11January 1, 1998 2018 (collectivelythe “Company SEC Documents”) have been filed with or furnished to the SEC on a timely basis. As of the time it was filed with or furnished to the SEC (or, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the date hereof until hereof, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of the Company SEC Documents complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act or the rules and regulations of the NNM, NYSE (as the case may be, ); and (ii) did not at none of the time it was Company SEC Documents contained when filed (orand, in the case of registration statements filed under and proxy statements, on the Securities Actdates of effectiveness and the dates of mailing, at the time of effectivenessrespectively) contain any untrue statement of a material fact or omit omitted, as the case may be, 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 misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act Company is, or at any time has been, required to file any formreports, report schedules, forms, statements or other document documents with the SEC, the NNM, any other stock exchange SEC or any other comparable similar foreign Governmental Entity. (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was SEC Documents: (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 U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated to such financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements or, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring immaterial year-end adjustments); and (iii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations of the Company for the periods covered thereby. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of the Company. The books and records of the Acquired Companies have been, and are being, maintained in all material respects in accordance with GAAP. (c) The Acquired Companies have established and maintain disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 under the 1▇▇▇ ▇▇▇) as required by Rule 13a-15 under the 1934 Act. Such disclosure controls and procedures are designed to ensure that all material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic and current reports required under the Exchange Act. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) The Acquired Companies have established and maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 1▇▇▇ ▇▇▇) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a role in internal controls. The Company has made available to Parent a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2018. (e) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE. (f) None of the Acquired Companies has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such transaction or arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, the Acquired Companies in its published financial statements or other Company SEC Documents. (g) There are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. The Company has made available to Parent true and complete copies of all material correspondence between the SEC and any Acquired Company since January 1, 2018. (h) Except as and to permitted by the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company ReportsExchange Act, including Sections 13(k)(2) and (3), since the notes theretoenactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, none of Company the Acquired Companies has made or permitted to remain outstanding any Company Subsidiary has “extensions of credit” (within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any liabilities executive officer (as defined in Rule 3b-7 under the Exchange Act) or obligations director of the Company. There are no Contracts between any nature Acquired Company, on the one hand, and any other Person (whether accruedother than an Acquired Company), absoluteon the other hand, contingent or otherwise) that would be required to be reflected on a balance sheet disclosed under Item 404 of Regulation S-K that are not appropriately disclosed in the Company SEC Documents. Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and NYSE, and the statements contained in any such certifications are complete and correct as of their respective dates. (i) None of the Acquired Companies has any Liabilities except for: (i) Liabilities disclosed in the financial statements (including any related notes) contained in the Company SEC Documents; (ii) Liabilities to perform under Contracts entered into by the Acquired Companies and made available to Parent; (iii) Liabilities that are not and would not reasonably be expected to be, individually or in notes thereto prepared in accordance with U.S. GAAPthe aggregate, except for immaterial liabilities or material to the Acquired Companies, taken as a whole; and (iv) Liabilities and obligations incurred in connection with the ordinary course of business consistent with past practice since December 31, 1998Transactions.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and documents required to be filed by it (A) with the SEC since June 11September 15, 1998 2003 (collectivelythe “Company SEC Reports”) and has heretofore made available to Buyer, together in the form filed with the SEC (excluding any such exhibits thereto), the Company SEC Reports. The Company SEC Reports and any forms, reports, statements reports and other documents filed by the Company may file subsequent to with the SEC after the date hereof until the Closing, the "COMPANY REPORTS"of this Agreement (x) and (B) with any other Governmental Entities. Each Company Report (i) was were or will be prepared in all material respects in accordance with the requirements of the Securities Act, Act and the Exchange Act or the rules and regulations of the NNMAct, as the case may be, and the rules and regulations thereunder and (iiy) did not at the time it was filed (orthey were filed, in the case of registration statements filed under the Securities Act, or will not at the time of effectiveness) they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in misleading (provided that no representation is made under this clause (By) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Lawrespect to agreements filed as exhibits to any such forms or reports). No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each Except as set forth in SECTION 4.07(b) of the Company Disclosure Schedule, each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (other than any such financial statements furnished to the SEC and not deemed to be “filed” for purposes of Section 18 of the Exchange Act) was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles applied on a consistent basis throughout the periods indicated (“GAAP”) (except as may be indicated in the notes thereto) and each fairly presented fairlythe financial position, in all material respects, results of operations and cash flows of the consolidated financial position of Company and the consolidated Company Subsidiaries Subsidiaries, as the case may be, at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustmentsadjustments which were not and are not expected, individually or in the aggregate, to be material in amount and the absence in such unaudited statements of certain footnote disclosures). (c) Except as and to the extent set forth for (i) liabilities recorded or reserved against on disclosed in the consolidated balance sheet of Company and financial statements or the Company Subsidiaries as reported notes thereto contained in the Company SEC Reports, including the notes thereto, none of Company or any Company Subsidiary has any (ii) liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be were not required to be reflected on a balance sheet disclosed in such consolidated financial statements or in the notes thereto prepared in accordance with U.S. pursuant to GAAP, except for immaterial (iii) liabilities or obligations incurred in the ordinary course of business consistent with past practice practices since December March 31, 19982005, (iv) liabilities or obligations incurred pursuant to the transactions contemplated by this Agreement and/or (v) liabilities or obligations that have been discharged or paid in full prior to the date of this Agreement, there are no material liabilities or obligations of the Company or any of the Company Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined or otherwise. (d) Since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), the Company has been and is in compliance in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder applicable to the Company.

SEC Filings; Financial Statements. (a) Company has timely Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, and each other form, report and document filed all forms, reports, statements and documents required or to be filed by it (A) under the Securities Act or the Exchange Act with the SEC since June 11subsequent to December 31, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSParent SEC Reports") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (ii) did not at the time it was filed (oror if amended or superseded by a filing prior to the date of this Agreement, in then on the case date of registration statements filed under the Securities Act, at the time of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) None of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary Parent's 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, the NNM, SEC or any other stock national securities exchange or any other quotation service or comparable Governmental EntityAuthority. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Parent SEC Reports was prepared in accordance with U.S. United States GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) ), and each presented fairly, fairly presents in all material respects, respects the consolidated financial position of Company Parent and the consolidated Company Subsidiaries its subsidiaries as at of the respective dates thereof and or for the respective periods indicated set forth therein, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth adjustments which were not or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required are not expected to be reflected on a balance sheet or material in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998amount.

SEC Filings; Financial Statements. (a) Company has timely The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998, and each other form, report and document filed all forms, reports, statements and documents required or to be filed by it under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (Athe "Securities Act") or the Exchange Act with the SEC since June 11Securities and Exchange Commission ("SEC") subsequent to December 31, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSCompany SEC Reports") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (ii) did not at the time it was filed (oror if amended or superseded by a filing prior to the date of this Agreement, in then on the case date of registration statements filed under the Securities Act, at the time of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements None of the Exchange Act or Company Subsidiaries is required to file any form, report or other document with the SEC, the NNM, SEC or any other stock national securities exchange or any other quotation service or comparable Governmental EntityAuthority. (b) 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 U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act"GAAP") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) ), and each presented fairly, fairly presents in all material respects, respects the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in of the Company Reportsrespective dates thereof or for the respective periods set forth therein, including except that the notes thereto, none of Company unaudited interim financial statements were or any Company Subsidiary has any liabilities are subject to normal and recurring year-end adjustments which were not or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required are not expected to be reflected on a balance sheet or material in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998amount.

SEC Filings; Financial Statements. (a) Company Aspect has timely filed and made available to Cadis all forms, reports, statements reports and documents required to be filed by it (A) Aspect with the SEC Securities and Exchange Commission (the "SEC") since June 1130, 1998 1996 other than registration statements on Form S-8 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSAspect SEC Reports") and (B) with any other Governmental Entities). Each Company Report The Aspect SEC Reports (i) was prepared at the time filed, complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act or of 1934, as amended (the rules and regulations of the NNM"Exchange Act"), as the case may be, and (ii) did not at the time it was they were filed (oror if amended or superseded by a filing prior to the date of this Agreement, in then on the case date of registration statements filed under the Securities Act, at the time of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Aspect SEC Reports or necessary in order to make the statements made thereinin such Aspect SEC Reports, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) None of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary Aspect's Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or required to file any formforms, report reports or other document documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes theretorelated notes) contained in the Company Aspect SEC Reports, including any Aspect SEC Reports filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and each presented fairly or will present fairly, in all material respects, the consolidated financial position of Company Aspect and the consolidated Company its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated thereinindicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring immaterial year-year- end adjustments). (c) Except as and adjustments which were not or are not expected to the extent set forth or reserved against on the be material in amount. The unaudited consolidated balance sheet of Company and Aspect as of September 30, 1997 is referred to herein as the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998"Aspect Balance Sheet."

SEC Filings; Financial Statements. (a) Company has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC and the NNM since June 11December 13, 1998 1996 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNM, as the case may be, and (ii) did not at the time it was filed (or, in the case of with respect to any registration statements statement filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph Section 4.07(a) was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under except, in the Exchange Actcase of unaudited financial statements, for the absence of footnotes and subject to normal year end adjustments, which adjustments are not material) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, fairly the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof thereof, and their consolidated results of operations, stockholders' equity and cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the most recent consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any no 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 19982000. (d) Subject to any reserves set forth in Company's financial statements, the accounts receivable shown thereon represent bona fide claims against debtors for sales and other charges, and are not subject to discount except for normal cash and immaterial trade discounts. The amount carried for doubtful accounts and allowances disclosed in Company's financial statements was calculated in accordance with U.S. GAAP and in a manner consistent with prior periods.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and documents required to be filed by it with the Securities and Exchange Commission (Athe “SEC”). The Company heretofore has delivered to Investor, in the form filed with the SEC, (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, (ii) its Quarterly Report on Form 10-Q for the quarterly period ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) all proxy statements relating to the Company’s meetings of stockholders (whether annual or special) held since January 1, 2003 and (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since June 11January 1, 1998 2003 (collectively, together with any such the forms, reportsreports and other documents referred to in clauses (i), statements and documents Company may file subsequent to the date hereof until the Closing(ii), the "COMPANY REPORTS"(iii) and (Biv) with any other Governmental Entitiesabove being, collectively, the “Company SEC Reports”). Each As of their respective filings dates, the Company Report SEC Reports (ix) was were prepared in all material respects in accordance with either the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act or of 1934, as amended (the rules and regulations of the NNM“Exchange Act”), as the case may be, and the rules and regulations promulgated thereunder, and (iiy) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, or, if amended, as of effectiveness) the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or Company is required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (the “Company Financial Statements”) was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each presented fairlyfairly presents, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and the its consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustmentsadjustments which would not have had, and would not have, a Material Adverse Effect). The Company maintains systems of internal accounting controls that are, in all material respects, typical for companies of its size and in its industry and 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 U.S. GAAP and to maintain asset accountability, (iii) access to its assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for its assets is compared with its existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as specifically disclosed in the notes to the Company Financial Statements, there are no material special or non-recurring items of income or expense during the periods covered by the Company Financial Statements and the balance sheets included in the Company Financial Statements do not reflect any writeup or revaluation increasing the book value of any assets. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the Company consolidated Subsidiaries as reported in the Company Reportsof March 31, 2003, including the notes theretothereto (the “Reference Statement Date”) or in Section 3.08(c) of the Disclosure Schedule, none of neither the Company or nor any Company Subsidiary has any liabilities liability or obligations obligation 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 U.S. GAAP), except for immaterial liabilities or and obligations incurred in the ordinary course of business consistent with past practice since December 31which have not had and would not reasonably be expected to have a Material Adverse Effect. (d) As of the date of this Agreement, 1998the Company has heretofore furnished to the Investor 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 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 timely filed with the SEC all forms, reports, schedules, statements and other documents required to be filed by it and has previously furnished to Acquiror a true and complete copy of each of (Ai) its Annual Report on Form 10-K for the year ended December 31, 1997 (ii) its Quarterly Report on Form I0-Q for the period ended March 31, 1998, (iii) a copy of its proposed Quarterly Report on Fo▇▇ ▇▇-▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ended June 30, 1998 (which is to be filed on August 14, 1998), and (iv) all other reports or other correspondence filed by it with the SEC pursuant to Exchange Act since January 1, 1998, in each case as filed (or to be filed) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements reports and documents filed by the Company may file subsequent to with the SEC after the date hereof until the Closing, the "COMPANY REPORTSCompany SEC Reports") and (B) with any other Governmental Entities). Each Company Report (i) was prepared such report, when filed, complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or and the applicable rules and regulations of the NNMthereunder and, as the case may beof their respective dates, and (ii) did not at the time it was filed (or, in the case none of registration statements filed under the Securities Act, at the time of effectiveness) contain such reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes theretorelated notes) contained in the Company SEC Reports complied as to form in all material respects with the applicable rules and regulations of the SEC with respect thereto, was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes theretoto such financial statements) and each fairly presented fairly, in all material respects, the consolidated financial position of the Company as of the dates indicated and the consolidated Company Subsidiaries as at the respective dates thereof results of their operations and cash flows for the respective periods indicated thereinindicated, except as otherwise noted therein that the unaudited interim financial statements (subject, in the case of unaudited statements, i) were or are subject to normal and recurring immaterial year-end adjustments). adjustments which were not or are not expected to be material in amount, and (cii) Except as and to the extent set forth or reserved against on the consolidated do not contain footnote disclosure. The unaudited balance sheet of Company and the Company Subsidiaries as reported in of June 30, 1998 is referred to herein as the "Company Reports, including the notes thereto, none of Company or any 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998Balance Sheet."

SEC Filings; Financial Statements. (a) Company ▇▇▇▇▇▇ has timely filed all forms, reports, statements reports and documents required to be filed by it (A) with under the SEC Exchange Act since June 11July 1, 1998 1993 through the date of this Agreement (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS▇▇▇▇▇▇ SEC Reports") and (B) with any other Governmental Entities). Each Company Report The ▇▇▇▇▇▇ SEC Reports (i) was were prepared in accordance in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNM, as the case may be, and (ii) did not at the time it was they were filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) No subsidiary of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary ▇▇▇▇▇▇ is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental EntityAct. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company ▇▇▇▇▇▇ SEC Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of Company ▇▇▇▇▇▇ and the consolidated Company Subsidiaries its subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) therein. Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, sheets (including the notes thereto) included in the financial statements contained in the ▇▇▇▇▇▇ SEC Reports, none of Company or any Company Subsidiary has ▇▇▇▇▇▇ does not have 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 U.S. GAAPUnited States generally accepted accounting principles, except for immaterial (i) liabilities or obligations incurred in the ordinary course of business consistent since July 1, 1996, (ii) liabilities or obligations incurred outside the ordinary course of business since July 1, 1996 that would neither, individually or in the aggregate, (A) have a ▇▇▇▇▇▇ Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement or any of the Ancillary Agreements by ▇▇▇▇▇▇ or any Contracting Subsidiary (to the extent it is a party thereto), (iii) the Retained Debt and (iv) liabilities or obligations incurred in connection with past practice the execution and delivery of this Agreement and the Ancillary Agreements and consummation of the transactions contemplated hereby and thereby. (c) Exhibit A to Section 4.7(c) of the ▇▇▇▇▇▇ Disclosure Schedule contains (i) audited consolidated balance sheets of the Retained Business as of June 30, 1996 (the "Retained Business Balance Sheet") and June 30, 1995, (ii) statements of income and cash flow for the Retained Business for the twelve-month periods ending June 30, 1996, June 30, 1995 and June 30, 1994. The Retained Business Balance Sheet fairly presents in all material respects the financial position of the Retained Business as of June 30, 1996. Except as and to the extent set forth on the Retained Business Balance Sheet (including the notes thereto), the Retained Business does not have 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 (i) liabilities or obligations incurred in the ordinary course of business since December 31July 1, 19981996, (ii) liabilities or obligations incurred outside the ordinary course of business since July 1, 1996 that do not, individually or in the aggregate, (A) have a ▇▇▇▇▇▇ Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement or any of the Ancillary Agreements by ▇▇▇▇▇▇ or any Contracting Subsidiary (to the extent it is a party thereto), (iii) the Retained Debt and (iv) liabilities or obligations incurred in connection with the execution and delivery of this Agreement and the Ancillary Agreements and consummation of the transactions contemplated hereby and thereby.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished all forms, reports, statements reports and other documents required to be filed or furnished by it (A) with the SEC since June 11December 31, 1998 2016 (collectivelysuch documents filed since December 31, together 2016 and those filed by the Company with any such forms, reports, statements and documents Company may file the SEC subsequent to the date hereof until the Closingof this Agreement, if any, including any amendments thereof, the "COMPANY REPORTS") and “Company Reports”). At the time it was filed or furnished (B) with any other Governmental Entities. Each or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each Company Report (i) was prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the applicable rules and regulations promulgated thereunder, and (ii) did not not, at the time it was filed or furnished (or, in if amended or superseded by a filing prior to the case date of registration statements this Agreement, as of the date of such filing) or, with respect to Company Reports filed under or furnished after the Securities Actdate of this Agreement, at will not, subject to the time second to last sentence of effectiveness) Section 3.12, contain any untrue statement of a material fact fact, or omit to state a material fact 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. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any including the notes thereto) contained in the Company Reports (i) complied as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with U.S. GAAP generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act“GAAP”) applied on a consistent basis with the Company’s past practices throughout the periods indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by the rules and regulations of the SEC), and (iii) and each presented fairlyfairly presents, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and the its consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited interim statements, to normal and recurring immaterial year-end audit adjustments). (c) Except as and to the extent set forth or reserved against on in the consolidated balance sheet of the Company and the its consolidated Company Subsidiaries as reported in the Company Reportsof December 31, 2018, including the notes theretothereto (the “Most Recent Company Balance Sheet”), none of neither the Company or nor any Company Subsidiary has any liabilities liability or obligations obligation 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 U.S. disclosed by GAAP, except for immaterial liabilities or and obligations (i) incurred since December 31, 2018 in the ordinary course of business consistent with past practice practice, (ii) in the form of executory obligations under any Contract to which the Company is a party or is bound and that are not in the nature of material breaches of such Contracts and (iii) incurred in connection with the preparation and negotiation of this Agreement or pursuant to this Agreement or in connection with the Transactions. (d) 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 SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports filed with the SEC, and prior to the date of this Agreement, neither the Company nor any of its executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing such certifications. For purposes of this Section 3.7(d), “principal executive officer” and “principal financial officer” have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) The Company maintains a system of internal controls over financial reporting designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes, including 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; (iii) 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. (f) The Company has in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that material information that is 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 and forms and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. (g) As of the date of this Agreement, (i) there are no outstanding unresolved comments with respect to the Company or the Company Reports filed with the SEC noted in comment letters or, to the knowledge of the Company, other correspondence received by the Company or its attorneys from the SEC, and (ii) to the knowledge of the Company, there are no pending (A) formal or informal investigations of the Company by the SEC or (B) inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. (h) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K of the SEC, 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 SOX. (i) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or the Company Reports. (j) Since December 31, 2016, none of the Company, the Company Board of Directors or the audit committee of the Company Board of Directors has received any oral or written notification of any (A) “significant deficiency” in the internal controls over financial reporting of the Company, (B) “material weakness” in the internal controls over financial reporting of the Company or (C) 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. (k) To the knowledge of the Company, since December 31, 19982016, (i) neither the Company nor any Company Subsidiary or any of their respective Representatives has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, in each case which set forth allegations of circumstances that if determined to be true, would be material to the Company and the Company Subsidiaries, taken as a whole, and (ii) no attorney representing the Company or any of the Company 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 Representatives to the Company Board of Directors or any committee thereof or to any non-employee director or the Chief Legal Counsel or Chief Executive Officer of the Company pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Filings; Financial Statements. (a) a. The Company has timely filed and made available to Purchasers all forms, reports, statements reports and documents required to be filed by it (A) the Company with the SEC Commission since June 11December 31, 1998 1995, (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSVari-L SEC Reports") and (B) with any other Governmental Entities). Each Company Report The Vari-L SEC Reports (i) was prepared at the time filed, complied in all material respects in accordance with the applicable requirements of the Securities Act, Act and the Exchange Act or the rules and regulations of the NNMAct, as the case may be, and (ii) did not at the time it was they were filed (oror if amended or superseded by a filing prior to the date of this Agreement, in then on the case date of registration statements filed under the Securities Act, at the time of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Vari-L SEC Reports or necessary in order to make the statements made thereinin such Vari-L SEC Reports, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) b. Each of the consolidated financial statements (including, in each case, any notes theretorelated notes) contained in the Company Vari-L SEC Reports, including any Vari-L SEC Reports filed after the date of this Agreement until the First and Second Closing Dates, complied or will comply, as of their respective dates, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, was or will be prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) involved and each fairly presented fairly, in all material respects, or will present the consolidated financial position of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and the results of its operations and cash flows for the respective periods indicated thereinindicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth adjustments which were not or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required are not expected to be reflected on a balance sheet or material in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998amount.

SEC Filings; Financial Statements. (a) Each of the Company and the Partnership has timely filed or furnished all forms, reports, statements reports and documents (including all exhibits) required to be filed or furnished (as the case may be) by it (A) with the SEC since June 11January 1, 1998 2003 (collectivelythe “SEC Reports”). The SEC Reports, together with any such forms, reports, statements and documents Company may file subsequent each as amended prior to the date hereof until the Closinghereof, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared have been prepared, in all material respects respects, in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not at when, filed or furnished as amended prior to the time it was filed (ordate hereof, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material formNo Subsidiary, reportother than the Partnership, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC. Each form, report or document filed or furnished (as the NNMcase may be) with the SEC by the Company or the Partnership after the date hereof and prior to the Effective Time (1) will be prepared, in all material respects, in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder and (2) will not contain any other stock exchange untrue statement of a material fact or any other comparable Governmental Entityomit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) Each Except as set forth in Section 4.06(b) of the Disclosure Schedule, each of the consolidated financial statements (including, in each case, any notes thereto) contained included in or incorporated by reference in the Company Reports was SEC Reports, or to be included in or incorporated in any form, report or document to be filed with the SEC (i) was, or will be, prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly(ii) did or will fairly present, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and its consolidated Subsidiaries, or the Partnership and its consolidated Company Subsidiaries Subsidiaries, as the case may be, as at the respective dates thereof and for the respective periods indicated therein, therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and The Company has made available to the extent set forth or reserved against on the consolidated balance sheet Parent copies of Company and all comment letters received by the Company Subsidiaries as reported in from the Staff of the SEC since January 1, 2003 and all responses to such comment letters by or on behalf of the Company. There are no outstanding or unresolved comments from the SEC with respect to any of the SEC Reports. (d) Neither the Company Reports, including nor any of the notes thereto, none of Company or any Company Subsidiary Subsidiaries has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that which would be required to be reflected on reflected, reserved for or disclosed in a consolidated balance sheet or in of the Company and its consolidated Subsidiaries, including the notes thereto thereto, prepared in accordance with U.S. GAAPGAAP except (i) as reflected, except reserved for immaterial liabilities or obligations disclosed in the consolidated balance sheet of the Company and the consolidated Subsidiaries as at September 30, 2005, including the notes thereto (the “2005 Balance Sheet”), (ii) as incurred since September 30, 2005 in the ordinary course of business consistent with past practice since December 31practice, 1998(iii) as incurred pursuant to or in connection with the Mergers and the other transactions contemplated by this Agreement, (iv) as would not, or would not reasonably be expected to, have individually or in the aggregate, a Material Adverse Effect, or (v) as set forth in Section 4.06(d) of the Disclosure Schedule.

SEC Filings; Financial Statements. (a) The Company has timely filed all formsfiled, reports, statements and documents required to be filed by it (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMfurnished, as the case may be, all forms, reports, statements, schedules and other documents required to be filed or furnished by it with the SEC since November 4, 2010 pursuant to the Securities Act and the Exchange Act (the “Company SEC Reports”). The Company SEC Reports (i) at the time they were filed and, if amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act or the Exchange Act (in each case, including the rules and regulations promulgated thereunder), and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, and, if amended, as of effectiveness) the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or Company is required to file any form, report report, statement, schedule or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated The Company maintains internal control over financial statements reporting (including, as defined in each case, any notes theretoRule 13a-15(f) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout that is designed to provide reasonable assurance regarding the periods indicated reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (except as may be indicated c) The audited and unaudited consolidated financial statements included in or incorporated by reference into the Company SEC Reports (including the related notes theretoand schedules) and each presented fairlyfairly present, in all material respects, the consolidated financial position of the Company and the its consolidated Company Subsidiaries as at of their respective dates, and the respective dates thereof results of operations, changes in shareholders’ equity and cash flows, as the case may be, of such companies for the respective periods indicated set forth therein, except as otherwise noted therein (subject, in the each case of unaudited statements, to normal and recurring immaterial year-end adjustments)in accordance with GAAP. (cd) Except The Company has implemented disclosure controls and procedures (as and defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that material information relating to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any 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 included in reports filed under the Exchange Act is made known to its chief executive officer and chief financial officer or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities other persons performing similar functions. Neither the Company nor its independent registered public accounting firm has identified or obligations incurred been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the ordinary course design or operation of business consistent with past practice since December 31the internal controls and procedures of the Company which are reasonably likely to adversely affect the ability of the Company to record, 1998process, summarize and report financial data, in each case which has not been subsequently remediated. There is no fraud, whether or not material, that involves the management of the Company or other employees who have a significant role in the internal controls over financial reporting utilized by the Company.

SEC Filings; Financial Statements. (aA) The Company has timely filed delivered or made available to Parent accurate and complete copies of all formsregistration statements, proxy statements, Certifications (as defined below) and other statements, reports, statements schedules, forms and other documents required to be filed by it (A) the Company with the SEC since June 11January 1, 1998 2001 (collectivelythe "Company SEC Documents") as well as all comment letters received by the Company from the SEC since January 1, together with any 2001 and all responses to such formscomment letters provided to the SEC by or on behalf of the Company. Except as set forth in Part 2.4(a) of the Disclosure Schedule, all statements, reports, statements schedules, forms and other documents required to have been filed by the Company may or its officers with the SEC have been so filed on a timely basis. None of the Company's Subsidiaries is required to file subsequent any documents with the SEC. Except as set forth in Part 2.4(a) of the Disclosure Schedule, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date hereof until of this Agreement, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of the Company SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act or the rules and regulations of the NNM, (as the case may be, ); and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement The certifications and document referred to in clause statements required by: (A) Rule 13a-14 under the Exchange Act; and (B) 18 U.S.C. ss.1350 (Section 906 of the Sarbanes-Oxley Act) relating to the Company SEC Documents (collectiv▇▇▇, ▇▇▇ "▇▇▇▇ifications") are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this paragraph was prepared Section 2, the term "file" and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (B) The Acquired Corporations maintain disclosure controls and procedures that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all material information concerning the Acquired Corporations 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. Part 2.4(b) of the Disclosure Schedule lists, and the Company has made available to Parent accurate and complete copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. The Company is in compliance with the applicable rules and regulations of the OTC Bulletin Board and has not since January 1, 2001 received any notice from the OTC Bulletin Board asserting any non-compliance with such rules and regulations. (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 in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements published rules and regulations of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. SEC applicable thereto; (bii) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated to such financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements or, in the case of unaudited financial statements, as permitted by Form 10-QSB of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring immaterial year-end adjustmentsadjustments that will not, individually or in the aggregate, be material in amount). ; and (ciii) Except as and to the extent set forth or reserved against on fairly present the consolidated balance sheet 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 Subsidiaries as reported and its consolidated subsidiaries for the periods covered thereby. No financial statements of any Person other than the Acquired Corporations are required by generally accepted accounting principles to be included in the Company Reports, including consolidated financial statements of the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be Company. The financial statements required to be reflected on a balance sheet or in notes thereto delivered to Parent pursuant to Section 4.1(i): (A) will be prepared in accordance with U.S. GAAPgenerally accepted accounting principles applied on a consistent basis throughout the periods covered (except that such financial statements may not contain footnotes and may be subject to normal and recurring year-end adjustments that will not, except for immaterial liabilities individually or obligations incurred in the ordinary course aggregate, be material in amount); and (B) will fairly present the consolidated financial position of business consistent the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Company and its consolidated subsidiaries for the periods covered thereby. (D) The Company's auditor has at all times required by the Sarbanes-Oxley Act or the regulations of the Public Company Accounti▇▇ ▇▇▇▇▇▇▇▇▇ ▇oard been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act); (ii) "independent" with past practice respect to the Company ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ning of Regulation S-X under the Exchange Act; and (iii) to the Company's knowledge, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. Part 2.4(d) of the Disclosure Schedule contains an accurate and complete description of all non-audit services performed by the Company's auditors for the Acquired Corporations since December 31June 30, 19982002 and the fees paid for such services. All such non-audit services were approved as required by Section 202 of the Sarbanes-Oxley Act.