Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through As of their respective dates or, if amended, as of the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies date of exhibits) of each reportthe last such amendment, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms all reports and other documents required to be filed by BDCO under the Exchange Act since January 1, 2001 (as such documents have been filed by the Borrower with the SEC have been so filed. As of amended since the time it was filed with of their filing, collectively, the "BDCO SEC (orDocuments"), if amended including, without limitation, any financial statements or superseded by a filing prior to the date of this Agreement, then on the date of such filing): schedules included therein (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the published applicable requirements of the Exchange Act, as the case may be, and the applicable rules and regulations of thereunder. The financial statements (and the SEC applicable related notes thereto at collectively the time of filing "BDCO Financial Statements") included in BDCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as amended, (the "BDCO 2000 Form 10-K") and as of the date of each Closing; quarterly reports on Form 10-Q for the periods ended March 31, 2001 and June 30, 2001 (ii) were collectively, the "BDCO Form 10-Qs"), have been prepared in accordance with GAAP applied on a consistent consist basis throughout during the periods covered involved (except as may be indicated in the notes to such financial statements andthereto and subject, in the case of unaudited quarterly financial 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 recurring year-end audit adjustments which will not, individually or in adjustments) and fairly present the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position and the consolidated results of the Borrower operations and cash flows (and changes in financial position, if any) of BDCO as of the respective dates thereof and the results of operations of the Borrower or for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013presented therein.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s ’ s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”” ) since September 30December 31, 2014 2011 (collectively, the “SEC Reports”” ). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended, as applicable; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim The financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited financial statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement timely filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, all forms and other documents (including exhibits and other information incorporated therein) required to have been be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Borrower Company with the SEC have been so filedsince January 1, 2003. As of the time it was filed with the SEC their respective dates (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”amended), the Company SEC Documents, including the financial statements and schedules provided therein or the Securities Exchange Act of 1934 incorporated by reference therein, (the “1934 Act”), as amended; and (iix) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iy) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be. (b) The December 31, 2005 consolidated balance sheet of the Company and the related consolidated statements of income, changes in stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC under the Exchange Act (the “Company Financial Statements”) fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects, the consolidated financial position and the results of the consolidated operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at with respect thereto; and each of such statements (including the time of filing related notes, where applicable) has been, and as of the financial statements to be filed by the Company with the SEC after the date of each Closing; (ii) were this Agreement will be, prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis throughout during the periods covered (involved, except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form 10-Q Q. The books and records of the SECCompany and its Subsidiaries have been, and except that unaudited financial statements may are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Ernst & Young LLP is an independent public accounting firm with respect to the Company and has not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually resigned or been dismissed as independent public accountants of the Company. (c) The Company is in the aggregate, be material in amount); and (iii) fairly present, compliance in all material respects, respects with the financial position provisions of the Borrower as SOX and the listing and corporate governance rules and regulations of the respective dates thereof and NYSE that are in each case applicable to the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Company.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s (a) ▇▇▇▇▇ system accurate delivered to Buyer prior to the execution of this Agreement a true and complete copies (excluding copies of exhibits) copy of each form, report, schedule, registration statement, and definitive proxy statement and other document, including any financial statements, exhibits or schedules included or incorporated by reference (together with all amendments thereof and supplements thereto) filed by the Borrower ▇▇▇▇▇ with the United States Securities and Exchange Commission (“SEC”) SEC since September 30July 1, 2014 (collectively, 1995 whether or not the “SEC Reports”). All statements, reports, schedules, forms and other documents same was required to have been filed by under applicable law (as such documents have since the Borrower time of their filing been amended or supplemented, the "▇▇▇▇▇ SEC Reports"), which includes all the documents (other than preliminary material) that ▇▇▇▇▇ was required to file with the SEC have been so filedsince such date. As of their respective dates, each 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): Reports (i) each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the “"Securities Act”"), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and the case may be, (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading and (iii) was timely filed pursuant to the Securities Act and the Exchange Act. 3.7.2 Except for pro forma financial statements, if any, the (b) The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in ▇▇▇▇▇ SEC Reports (the "▇▇▇▇▇ Financial Statements") or contained in filings subsequent to the SEC Reports: (i) date hereof complied or will comply as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) with respect thereto, were or will be prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered (except as may be indicated therein or in the notes thereto and except with respect to such financial unaudited statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, and except that in the case of the unaudited interim financial statements may not contain footnotes and are subject statements, to normal and normal, recurring year-end audit adjustments which will notare not expected to be, individually or in the aggregate, be material in amount); and (iiimaterially adverse to ▇▇▇▇▇) fairly present, in all material respects, the consolidated financial position of the Borrower ▇▇▇▇▇ and its Subsidiaries as of at the respective dates thereof and the results of their consolidated operations of the Borrower and cash flows for the respective periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013then ended.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower has Company and its Subsidiaries have timely filed with the SEC, and have made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate Parent, true and complete copies (excluding copies of exhibits) of each reportof, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms statements and other documents required to have been be filed by each of them since January 1, 1997 under the Borrower with Securities Act or the Exchange Act (collectively, the "SEC have been so filedDocuments"). As Except as set forth in Section 3.5 of the time it was filed with the SEC (orCompany Disclosure Schedule, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied Documents (i) was prepared, in all material respects respects, in accordance with the applicable requirements of the Securities Act of 1933or the Exchange Act, as amended (the “Securities Act”)case may be, or including without limitation the Securities Exchange Act applicable accounting requirements thereunder and the published rules and regulations of 1934 (the “1934 Act”)SEC with respect thereto, as amended; and (ii) none of the SEC Reports contained when filed did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 (b) Except for pro forma financial statements, if anyas set forth in Section 3.5 of the Company Disclosure Schedule, the audited consolidated financial statements and unaudited interim financial statements contained of the Company included in the SEC ReportsDocuments: (i) complied as to form were prepared from, and in all material respects with accord with, the published rules books and regulations records of the SEC applicable thereto at the time of filing Company and as of the date of each Closing; its Subsidiaries, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes to such thereto) and (iii) fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof, except that the unaudited interim 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 were or are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, quarterly report, annual report, current report, registration statement, and definitive proxy statement or information statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 (b) Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each Each form, report, schedule, effective registration statement, statement and definitive proxy statement filed by the Borrower Buyer with the United States Securities and Exchange Commission (“"SEC”") since September 30December 31, 2014 2003 (collectivelyas such documents have since the time of their filing been amended, the “"Buyer SEC Reports”"). All statements, reports, schedules, forms and which include all the documents (other documents than preliminary material) that Buyer was required to have been filed by the Borrower file with the SEC have been so filed. As since such date, as of the time it was filed with the SEC (ortheir respective dates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; the case may be, and (ii) none the rules and regulations of the SEC thereunder applicable thereto. None of the Buyer SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except , except for pro forma financial such statements, if any, as have been modified by subsequent filings prior to the audited date hereof. The financial statements and unaudited interim financial statements contained of Buyer included in the SEC Reports: (i) complied such reports comply as to form in all material respects with the applicable accounting requirements and published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements andthereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject in the case of the unaudited statements, to normal, recurring audit and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will adjustments) the consolidated financial position of Buyer as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since December 31, 2003, Buyer has not incurred any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due, except (i) as and to the extent set forth in the consolidated financial statements of Buyer as at December 31, 2003 (including the notes thereto) (collectively, the "Buyer Financial Statements"), (ii) as incurred in connection with the transactions contemplated, or as provided, by this Agreement, (iii) as incurred after December 31, 2003 in the ordinary course of business and consistent with past practices, (iv) as described in the SEC Reports or (v) as would not, individually or in the aggregate, be have a material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013adverse effect.

SEC Reports and Financial Statements. 3.7.1 3.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30November 26, 2014 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim 3.5.2 The consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower 7.5.1 EQR has made available filed or furnished all forms, documents and reports required to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement be filed or furnished by the Borrower it with the United States Securities and Exchange Commission SEC since January 1, 2012 (“SEC”) since September 30, 2014 (collectively, the “EQR SEC ReportsDocuments”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (their respective dates, or, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing): (i) each of amendment, the EQR SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act of 1933and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as amended (the “Securities Act”)case may be, or and the Securities Exchange Act of 1934 (the “1934 Act”)applicable rules and regulations promulgated thereunder, as amended; and (ii) none of the EQR SEC Reports Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the 7.5.2 The audited consolidated financial statements and unaudited interim consolidated financial statements contained (including all related notes and schedules) of EQR included in the EQR SEC Reports: (i) Documents complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at then in effect, fairly present in all material respects the time consolidated financial position of filing EQR and its consolidated Subsidiaries, as of the date respective dates thereof, and the consolidated results of each Closing; their operations and their consolidated cash flows for the respective periods then ended (ii) subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments that were not or are not expected to be, individually or in the aggregate, materially adverse to EQR or ERPOP), and were prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except as may be indicated therein or in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amountthereto); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each the Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended1934; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.6.2 Except for the pro forma financial statements, if any, statements the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 3.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system Investor accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30April 5, 2014 2002 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities "1933 Act”"), or the Securities Exchange Act of 1934 1934, as amended (the “"1934 Act”"), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.5.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system Seller accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“"SEC”") since September 30January 1, 2014 2001 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.6.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each Each form, report, schedule, registration statement, statement and definitive proxy statement filed by the Borrower FADV with the United States Securities and Exchange Commission SEC as such documents have been amended prior to the date hereof (“SEC”) since September 30, 2014 (collectively, the “FADV SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As as of the time it was filed with the SEC their respective dates (orand, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports ), complied in all material respects with the applicable requirements of the Securities Act Act, the Exchange Act, the rules and regulations thereunder and the court interpretations thereof and the rules of 1933the Nasdaq National Market. None of FADV SEC Reports, as of their respective dates (and, if amended (or superseded by a filing prior to the “Securities Act”date of this Agreement, then on the date of such filing), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material statement of a fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if anyother than facts that did not have, or would not, individually or in the audited aggregate, reasonably be expected to have, a Material Adverse Effect on FADV. The consolidated financial statements of FADV and unaudited interim financial statements contained its Subsidiaries included in such FADV SEC Reports (the SEC Reports: (i“FADV Financial Statements”) complied comply as to form in all material respects with the applicable accounting requirements and with published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements andthereto, or in the case of unaudited interim financial statements, as permitted by Form 10-Q of under the SEC, Exchange Act) and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, present in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of the unaudited interim financial statements, to the absence of complete notes and normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation , the consolidated financial position of FADV and its Subsidiaries as of the financial statements have dates thereof. Without limiting the generality of the foregoing, (i) no executive officer of FADV has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to any form, report or schedule filed by FADV with the SEC since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (excluding any failure to make such certifications occurring after the date of this Agreement that is inadvertent but promptly corrected by filing the requisite certification or is attributable to the physical incapacity of an officer required to make such a certification) and (ii) no enforcement action has been included. Purchaser acknowledges that initiated against FADV by the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013SEC relating to disclosures contained in any Company SEC Report.

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each the Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“"SEC”") since September 30January 1, 2014 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.6.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower FEI has filed with the SEC, and has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate Micrion true and complete copies (excluding copies of exhibits) of each reportof, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms statements and other documents required to have been be filed by it since December 31, 1996 under the Borrower with Exchange Act or the SEC have been so filed. As Securities Act (each of such forms, reports, schedules, statements, and other documents, to the time it was extent filed with the SEC (or, if amended or superseded by a filing prior to and publicly available before the date of this Agreement, then on Agreement or filed subsequent to the date hereof, other than preliminary filings, is referred to as a "FEI SEC Document"). Each FEI SEC Document, at the time filed complied and, in the case of such filing): (i) each of the SEC Reports complied future filings, will comply in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; the case may be, and (ii) none the applicable rules and regulations of the SEC Reports contained any untrue statement thereunder. The consolidated financial statements of a material fact or omitted to state a material fact required to be stated therein or necessary FEI included in order to make the statements thereinFEI SEC Documents comply and, in the light case of the circumstances under which they were madefuture filings, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at with respect thereto, have been and, in the time case of filing and as of the date of each Closing; (ii) were future filings, will be prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes to such financial statements andthereto or, in the case of the 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and fairly present (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of the unaudited statements, to normal, immaterial, year-recurring year end audit adjustments. All adjustments considered necessary for a fair presentation ) the consolidated financial position of FEI and its subsidiaries as at the financial statements have been included. Purchaser acknowledges that dates thereof and the Borrower has restated its Quarterly Reports on Form 10-Q consolidated results of their operations and cash flows for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013then ended.

SEC Reports and Financial Statements. 3.7.1 3.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30July 26, 2014 2023 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim 3.5.2 The consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement ------------------------------------ timely filed by the Borrower with the United States Securities and Exchange Commission (“the "SEC”) "), any applicable state securities authorities and any other Governmental Entity all forms and documents required to be filed by it since September 30January 1, 2014 1993 (collectively, the “SEC "Company Reports”). All statements") and has heretofore made available to the Merger Sub (i) its Annual Reports on Form 10-K for the fiscal years ended March - 31, reports1993, schedulesMarch 31, forms 1994, March 31, 1995, March 31, 1996 and March 31, 1997, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended June -- 30 and September 30, 1997, (iii) all proxy statements relating to meetings of --- stockholders of the Company since January 1, 1993 (in the form mailed to stockholders) and (iv) all other documents required to have been forms, reports and registration statements -- filed by the Borrower Company with the SEC have been so filedsince January 1, 1993 (other than registration statements on Form S-8 or Form 8-A, filings on Form T-1 or preliminary materials and registration statements in forms not declared effective). The documents described in clauses (i)-(iv) above (whether filed before, on or after the date hereof) are referred to in this Agreement collectively as the "Company SEC Documents". As of their respective dates, the time it was filed with the SEC Company Reports (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (ia) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not - contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (ib) complied as to form in all material respects with the published applicable - requirements of Law, including in the case of SEC filings, the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC applicable thereto at thereunder. The consolidated financial statements included in the time of filing and as of the date of each Closing; (ii) were Company SEC Documents have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, otherwise noted therein and except that unaudited the quarterly financial statements may not contain footnotes and are subject to normal year end adjustment and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); do not contain all footnote disclosures required by GAAP) and (iii) fairly present, present in all material respects, respects the consolidated financial position of the Borrower as of the respective dates thereof and the consolidated results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as at the dates thereof or for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013presented therein.

SEC Reports and Financial Statements. 3.7.1 2.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system Creditor accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 2005 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 2.5.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser (a) From December 31, 2012 through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. 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 Company has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC (such forms, documents and reports, the “Company SEC Documents”). As of their respective dates, or, if amended, as of the date of (and giving effect to) the last such filing): (i) each of amendment made prior to the date hereof, the Company SEC Reports Documents complied in all material respects with the applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act of 1933and the Exchange Act, as amended (the “Securities Act”)case may be, or and the Securities Exchange Act of 1934 (the “1934 Act”)applicable rules and regulations promulgated thereunder, as amended; and (ii) none of the Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited (b) The consolidated financial statements (including all related notes and unaudited interim financial statements contained schedules) of the Company included in the Company SEC Reports: (i) Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto in effect at the time of such filing and as fairly present in all material respects the consolidated financial position of the date Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of each Closing; their operations and their consolidated cash flows for the respective periods then ended (iisubject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) were prepared in accordance conformity with GAAP United States Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, to the extent permitted by the SEC and as may be indicated therein or in the notes thereto) applied on a consistent basis throughout during the periods covered involved (except as may be indicated therein or in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amountthereto); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s ▇E▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 2011 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 [Except for the pro forma financial statements, if any, ,] the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each reporttimely filed with, registration statementor furnished to, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectivelyas applicable, the “SEC Reports”). All all registration statements, prospectuses, reports, forms, statements, schedules, forms certifications and other documents required to have been be filed or furnished by the Borrower Company since January 1, 2015 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Company SEC have been so filedDocuments”). As of the time it was filed with the SEC (ortheir respective dates, or if amended or superseded by a filing prior to amended, as of the date of this Agreementthe last such amendment, then on the date of such filing): Company SEC Documents (i) each of the SEC Reports were prepared in accordance and complied in all material respects with the applicable requirements of the Sarbanes Act, the Securities Act of 1933, as amended (and the “Securities Act”), or the Securities Exchange Act of 1934 (to the “1934 Act”), as amended; extent then applicable) and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, (b) Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, any related notes thereto) contained in or incorporated by reference in the Company SEC Reports: Documents (the “Company Financial Statements”), (i) complied complied, as to form of its respective date of filing with the SEC, in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; with respect thereto, (ii) were was prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered indicated (except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented in all material respects and in accordance with GAAP the consolidated financial position of the SEC, Company and its Subsidiaries as of the respective date 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 may not contain footnotes and are were or will be subject to normal and recurring year-end audit and quarter-end adjustments which will not, individually or that are not in the aggregateaggregate material). (c) The Company has maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, be material processed, summarized and reported within the time periods specified in amount); the rules and (iii) fairly present, in all material respects, the financial position forms of the Borrower SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document, or any amendment thereto, its conclusions about the effectiveness of the internal control structures and procedures as of the respective dates thereof and the results of operations end of the Borrower for period covered by such report or amendment based on such evaluation. Based on the periods covered therebyCompany management’s most recently completed assessment of the Company’s internal control over financial reporting prior to the date hereof, subject, (i) the Company had no significant deficiencies or material weaknesses in the case design or operation of unaudited statementsits internal controls that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) the Company does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. (d) To the Knowledge of the Company, there are no outstanding or unresolved comments in any comment letters from the Staff of the SEC relating to the Company SEC Documents and received by the Company that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company SEC Documents filed on or prior to the date hereof is, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation the Knowledge of the financial statements have been included. Purchaser acknowledges Company, subject to ongoing SEC review or investigation that would reasonably be expected to be material to the Borrower has restated Company and its Quarterly Reports on Form 10-Q for Subsidiaries, taken as a whole. (e) The Company is in compliance with the periods ended December 31applicable listing and corporate governance rules and regulations of NASDAQ except as would not reasonably be expected to be material to the Company and its Subsidiaries, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013taken as a whole.

SEC Reports and Financial Statements. 3.7.1 Except as set forth on Schedule 12(u), it has filed all proxy statements, reports and other documents required to be filed by it under the Exchange Act. The Borrower Parent has furnished the Lenders with copies of: (i) its Annual Report on Form 10-KSB for its fiscal years ended October 1, 2006 as amended by Amendment No. 1 to Form 10-KSB filed January 26, 2007; and (ii) its Quarterly Reports on Form 10-QSB for the thirteen weeks ended December 31, 2006, April 1, 2007 and July 1, 2007, and the Form 8-K filings which it has made available during its fiscal year October 2, 2007 to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 date (collectively, the “SEC Reports”). All statementsExcept as set forth on Schedule 12(u), reportseach SEC Report was, schedulesat the time of its filing, forms and other documents required to have been filed by the Borrower in substantial compliance with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; its respective form and (ii) none of the SEC Reports Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited . Such financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except (i) as may be otherwise indicated in the notes to such financial statements and, or the notes thereto or (ii) in the case of unaudited interim statements, as permitted by Form 10-Q of to the SEC, and except that unaudited financial statements extent they may not contain include footnotes or may be condensed) and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, present in all material respects, respects the financial position of the Borrower as of the respective dates thereof and condition, the results of operations and cash flows of the Borrower for Parent and its Subsidiaries, on a consolidated basis, as of, and for, the periods covered thereby, subject, presented in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013each such SEC Report.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower has made available forms, reports, statements and other documents required to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement be filed by the Borrower Seller with the United States Securities and Exchange Commission (“the "SEC”") since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior pursuant to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities and Exchange Act of 19331934, as amended (the “Securities Act”)"EXCHANGE ACT") since March 31, or the Securities Exchange Act of 1934 2005, (the “1934 Act”)collectively, as amended; and (iiamended to date, referred to herein as the "SEC Reports") none of to the SEC Reports contained extent they relate to the Business did not at the time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma (b) The financial statements, if anyto include the balance sheets and income statements (including, in each case, any related notes thereto) relating to the audited financial statements Business as an independent segment (labeled as the "REI" division) for the fiscal year ended March 31, 2005 and unaudited interim the quarter ended June 30, 2005 included in the Disclosure Schedule and the financial statements contained in the SEC Reports: Reports to the extent that such financial statements (including, in each case, any related notes thereto) relate to the Business (the "FINANCIAL STATEMENTS"), (i) complied as to form have been prepared in all material respects in accordance with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (except (A) to the extent disclosed therein or required by changes in generally accepted accounting principles, (B) with respect to SEC Reports filed prior to the date of this Agreement, as may be indicated in the notes to such financial statements and, thereto and (C) in the case of the unaudited financial statements, as permitted by Form 10-Q the rules and regulations of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); ) and (iiiii) fairly present, present in all material respects, respects the consolidated financial position of the Borrower Seller and its subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower and cash flows for the periods covered thereby, indicated (subject, in the case of unaudited statementsconsolidated financial statements for interim periods, to normaladjustments necessary to present fairly such results of operations and cash flows), immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation except that any pro forma financial statements contained in such consolidated financial statements are not necessarily indicative of the consolidated financial statements have been included. Purchaser acknowledges that position of Seller and its subsidiaries as of the Borrower has restated its Quarterly Reports on Form 10-Q respective dates thereof and the consolidated results of operations and cash flows for the periods ended December 31indicated. (c) Seller maintains a system of internal accounting controls with respect to the Business sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, 2012 (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and March 31to maintain asset accountability, 2013(iii) access to assets is permitted only in accordance with management's general or specific authorization, and did not timely file its Quarterly Report on Form 10-Q (iv) the recorded accountability for assets is compared with the period ended June 30, 2013existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September June 30, 2014 2012 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system Purchasers accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.6.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, quarterly report, annual report, current report, registration statement, and definitive proxy statement or information statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 (b) Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, 8094842v1 and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, June 30 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate (a) A true and complete copies (excluding copies of exhibits) copy of each annual, quarterly and other report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Purchaser with the SEC have been so filed. As of the time it was filed with the SEC (orsince January 31, if amended or superseded by a filing 2017 and prior to the date of this Agreement, then hereof (the “Purchaser SEC Documents”) is available on the date of such filing): (i) each of website maintained by the SEC Reports at h▇▇▇://▇▇▇.▇▇▇.▇▇▇, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, the Purchaser SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; applicable to Purchaser and (ii) the rules and regulations of the SEC promulgated thereunder applicable to the Purchaser SEC Documents, and none of the Purchaser SEC Reports Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited (b) The financial statements and unaudited interim financial statements contained of Purchaser included in the Purchaser SEC Reports: (i) Documents complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements andstatements, except as permitted under Form 10-Q under the 1▇▇▇ ▇▇▇) and fairly presented the consolidated financial position of Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Purchaser’s operations and cash flows for the periods indicated (subject to, 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amountadjustments); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30January 1, 2014 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.6.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 Since the Balance Sheet Date, except as set forth on Schedule 12(x) and excluding filings on Form 8-K, Form 3, Form 4 and Form 5, it and each of its Subsidiaries has filed all proxy statements, reports and other documents required to be filed by it under the Exchange Act. The Borrower Parent has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate Laurus: (i) its Annual Report on Form 10-K for its fiscal years ended December 31, 2005; and complete copies (excluding copies of exhibitsii) of each reportits Quarterly Reports on Form 10-Q for its fiscal quarters ended March 31, registration statement2006, June 30, 2006 and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 2006, and the Form 8-K filings which it has made during its fiscal years ending December 31, 2006 and 2007 to date (collectively, the “SEC Reports”). All statementsExcept as set forth on Schedule 12(x), reportseach SEC Report was, schedulesat the time of its filing, forms and other documents required to have been filed by the Borrower in substantial compliance with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; its respective form and (ii) none of the SEC Reports Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited . Such financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except (i) as may be otherwise indicated in the notes to such financial statements and, or the notes thereto or (ii) in the case of unaudited interim statements, as permitted by Form 10-Q of to the SEC, and except that unaudited financial statements extent they may not contain include footnotes or may be condensed) and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, present in all material respects, respects the financial position of the Borrower as of the respective dates thereof and condition, the results of operations and cash flows of the Borrower for Parent and its Subsidiaries, on a consolidated basis, as of, and for, the periods covered thereby, subject, presented in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013each such SEC Report.

SEC Reports and Financial Statements. 3.7.1 The Borrower (i) Since January 1, 2017, Parent has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of timely filed or furnished all reports, forms, schedules, exhibits) of each report, certifications, registration statement, statements and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission other documents (“SEC”) since September 30, 2014 (collectively, the “Parent SEC Reports”). All statements, reports, schedules, forms and other documents ) required to have been be filed or furnished by the Borrower it with the SEC have been so filedSEC. As of the time it was filed with the SEC their respective dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, then on the date of such subsequent filing): (i) each of ), the Parent SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 19332002, as amended and the rules and regulations thereunder (the “Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)) as the case may be, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the Parent SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma . Since January 1, 2017, (i) Parent has been in compliance with the applicable listing and corporate governance rules and regulations of NASDAQ, except, in each case, where the failure to so comply would not, individually or in the aggregate, have a material adverse effect on Parent and its subsidiaries, taken as a whole, and (ii) each of the chief executive officer and the chief financial statementsofficer of Parent has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Parent SEC Documents, if any, and the audited financial statements and unaudited interim financial statements contained in such certifications are accurate, except, in each case, where the failure to make such certifications or to be so accurate would not, individually or in the aggregate, have a material adverse effect on Parent and its subsidiaries, taken as a whole. (ii) The financial statements of Parent (including any related notes and schedules thereto) included in the Parent SEC Reports complied, as of their respective dates of filing with the SEC Reports: (i) complied or, if amended or superseded by a subsequent filing prior to the date hereof, as to form of the date of such subsequent filing), in all material respects with all applicable accounting requirements, the published Securities Act and the Exchange Act, and with the rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes to such financial statements disclosed therein and, in the case of the unaudited US-DOCS\100678152.13 financial 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, present in all material respects, respects the consolidated financial position of Parent and its subsidiaries and the Borrower consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013shown.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has delivered or made available to each the Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30January 1, 2014 1999 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available timely filed with the SEC all forms and other documents (including exhibits and other information incorporated therein) required to each Purchaser through be filed by it since January 1, 2008 (such documents, the SEC’s “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2007, December 31, 2008 and ▇▇▇▇▇▇▇▇ system accurate ▇▇, ▇▇▇▇, (▇▇) its Quarterly Reports on Form 10-Q for the periods ended March 31, 2010 and complete copies June 30, 2010, (excluding copies iii) all proxy statements (other than preliminary materials) relating to meetings of exhibits) stockholders of each reportthe Company since January 1, registration statement2008 (in the form mailed to stockholders), and definitive proxy statement (iv) all other forms, reports and registration statements required to be filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedsince January 1, 2008. As of the time it was filed with the SEC (their respective dates, or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, then on the date of such filing): , the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (ix) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iy) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be. (b) The consolidated balance sheet of the Company as of December 31, 2009 and the related consolidated statements of income, changes in stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the SEC under the Exchange Act, and the unaudited consolidated balance sheet of the Company (including the related notes, where applicable) as of June 30, 2010 and the related (i) unaudited consolidated statements of income for the three- and six-month periods then ended and (ii) unaudited consolidated statements of cash flows and changes in stockholders’ equity for the six-month period then ended (including, in each case, the related notes, where applicable), included in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 filed with the SEC under the Exchange Act (all of the foregoing financial statements, including the related notes, if applicable, the “Company Financial Statements”), fairly presented in all material respects, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present in all material respects, the consolidated financial position and the results of the consolidated operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount); the Company Financial Statements complied, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with the published rules and regulations of the SEC applicable thereto at with respect thereto; and the time of filing Company Financial Statements were, and as of the financial statements to be filed by the Company with the SEC after the date of each Closing; (ii) were this Agreement will be, prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) consistently applied on a consistent basis throughout during the periods covered (involved, except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form 10-Q Q. The books and records of the SECCompany and its Subsidiaries have been, and except that unaudited financial statements may are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. UHY LLP is an independent public accounting firm with respect to the Company and has not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually resigned or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position been dismissed as independent public accountants of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Company.

SEC Reports and Financial Statements. 3.7.1 The Borrower Parent has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate Company and the Sellers Representative complete copies (excluding and correct copies of exhibits) of each report, registration statement, all reports and definitive proxy statement other filings filed by the Borrower Parent with the United States Securities and Exchange Commission (“"SEC”") since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required pursuant to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; , and the rules and regulations thereunder (the "Exchange Act") since January 1, 2003 (such reports and other filings collectively referred to herein as the "Exchange Act Filings"). The audited consolidated financial statements of Parent included in the Exchange Act Filings (i) were prepared from the books and records of Parent and its consolidated subsidiaries, (ii) none were prepared in accordance with GAAP, applied in a manner consistent with the preparation of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to Parent's historical financial statements (except as may be stated indicated therein or necessary in order to make the statements therein, in the light notes or schedules thereto) and (iii) present fairly in all material respects the financial position of Parent and its consolidated subsidiaries as at the circumstances under which they were made, not misleading. 3.7.2 Except dates thereof and the results of their operations and cash flows for pro forma financial statements, if any, the audited periods then ended. The unaudited financial statements and unaudited interim financial statements contained included in the SEC Reports: (i) complied as to form Exchange Act Filings comply in all material respects with the published rules and regulations of the SEC applicable thereto at with respect thereto; and such unaudited financial statements (i) were prepared from the time books and records of filing Parent and as of the date of each Closing; its consolidated subsidiaries, (ii) were prepared in accordance with GAAP GAAP, applied on in a manner consistent basis throughout with the periods covered preparation of the Parent's historical financial statements, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, (except as may be indicated therein or in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); schedule thereto) and (iii) present fairly present, in all material respects, respects the financial position of Parent and its consolidated subsidiaries as at the Borrower as of the respective dates thereof and the results of their operations of the Borrower and cash flows (or changes in financial condition) for the periods covered therebythen ended, subject, in the case of unaudited statements, subject to normal, immaterial, normal year-end audit adjustments. All adjustments considered necessary for a fair presentation of and any other adjustment described therein or in the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013notes or schedules thereto.

SEC Reports and Financial Statements. 3.7.1 3.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30January 1, 2014 2020 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim 3.5.2 The consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each reportfiled all forms, reports, schedules, registration statementstatements, and definitive proxy statement statements and other documents (together with all amendments thereof and supplements thereto) required to be filed by the Borrower Company with the United States Securities and Exchange Commission (“the "SEC”") (as such documents have since September 30, 2014 (collectivelythe time of their filing been amended or supplemented, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with their respective dates, the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): Reports (i) each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), 1933 or the Securities Exchange Act of 1934 (the “1934 Act”)1934, if applicable, as amended; the case may be, and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the . The audited financial statements and unaudited interim financial statements contained (including, in each case, the notes, if any, thereto) of the Company included in the SEC Reports: Reports (ithe "Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) with respect thereto, were prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a consistent basis throughout during the periods covered involved (except as may be indicated therein or in the notes thereto and except with respect to such financial unaudited statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, and except that in the case of the unaudited interim financial statements may not contain footnotes and are subject statements, to normal and normal, recurring year-end audit adjustments (which will notare not expected to be, individually or in the aggregate, materially adverse to the Company taken as a whole)) the financial position of the Company as at the respective dates thereof and the results of their operations and cash flows for the respective periods then ended. (b) Except as set forth in the SEC Reports, the Company does not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations incurred in the ordinary course of business consistent with past practice which could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Company is not in default in respect of the material terms and conditions of any indebtedness or other agreement which could, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, expected to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for have a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Material Adverse Effect.

SEC Reports and Financial Statements. 3.7.1 The Borrower During the two years prior to the date hereof, Parent has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement timely filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, all reports, schedules, forms forms, statements and other documents required to have been be filed by the Borrower it with the SEC have been so filed. As pursuant to the reporting requirements of the time it was Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed with the SEC (or, if amended or superseded by a filing prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of this Agreementtheir respective dates, then on the date of such filing): (i) each of the SEC Reports Documents complied in all material respects with the applicable requirements of the Securities 1934 Act of 1933, as amended (and the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; rules and (ii) none regulations of the SEC Reports contained any untrue statement promulgated thereunder applicable to the SEC Documents. As of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make their respective dates, the financial statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained Company included in the SEC Reports: (i) Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto at as in effect as of the time of filing and as of the date of each Closing; (ii) were filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout generally accepted accounting principles, consistently applied, during the periods covered involved (except (i) as may be otherwise indicated in the notes to such financial statements andor the notes thereto, or (ii) in the case of unaudited interim statements, as permitted by Form 10-Q of to the SEC, extent they may exclude footnotes or may be condensed or summary statements) and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, present in all material respects, respects the financial position of the Borrower Parent as of the respective dates thereof and the results of its operations of the Borrower and cash flows for the periods covered thereby, then ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments. All adjustments considered necessary for a fair presentation of which will not be material, either individually or in the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013aggregate).

SEC Reports and Financial Statements. 3.7.1 2.5.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system Seller accurate and complete copies (excluding copies of exhibits) of each report, registration statement, statement and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) SEC since September 30October 31, 2014 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 2.5.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each Each form, report, schedule, registration statement, and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Borrower Parent or any of its subsidiaries with the United States Securities and Exchange Commission (“the "SEC”") since September 30June 10, 2014 1999 (collectivelyas such documents have since the time of their filing been amended or supplemented, the “"PARENT SEC Reports”REPORTS"). All statements, reports, schedules, forms which are all the documents (other than preliminary material) that Parent and other documents its subsidiaries were required to have been filed by the Borrower file with the SEC have been so filed. As of the time it was filed with the SEC (orsince such date, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933or the Exchange Act, as amended (the “Securities Act”)case may be, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the . The audited consolidated financial statements and unaudited interim consolidated financial statements contained (including, in each case, the notes, if any, thereto) included in the Parent SEC Reports: Reports (ithe "PARENT FINANCIAL STATEMENTS") complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except as may be indicated therein or in the notes thereto and except with respect to such financial unaudited statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, and except that in the case of the unaudited interim financial statements may not contain footnotes and are subject statements, to normal and normal, recurring year-end audit adjustments (which will notare not expected to be, individually or in the aggregate, be material in amountmaterially adverse to Parent and its subsidiaries taken as a whole); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations of the Borrower and cash flows for the respective periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013then ended.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 2011 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amendedapplicable; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements and unaudited interim The financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited financial statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 3.3.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30August 1, 2014 2009 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities 1933 Act”), or the Securities Exchange Act of 1934 1934, as amended (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.3.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser (a) From December 31, 2012 through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. 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 Company has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC (such forms, documents and reports, the “Company SEC Documents”). As of their respective dates, or, if amended, as of the date of (and giving effect to) the Table of Contents last such filing): (i) each of amendment made prior to the date hereof, the Company SEC Reports Documents complied in all material respects with the applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act of 1933and the Exchange Act, as amended (the “Securities Act”)case may be, or and the Securities Exchange Act of 1934 (the “1934 Act”)applicable rules and regulations promulgated thereunder, as amended; and (ii) none of the Company SEC Reports Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited (b) The consolidated financial statements (including all related notes and unaudited interim financial statements contained schedules) of the Company included in the Company SEC Reports: (i) Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto in effect at the time of such filing and as fairly present in all material respects the consolidated financial position of the date Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of each Closing; their operations and their consolidated cash flows for the respective periods then ended (iisubject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) were prepared in accordance conformity with GAAP United States Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, to the extent permitted by the SEC and as may be indicated therein or in the notes thereto) applied on a consistent basis throughout during the periods covered involved (except as may be indicated therein or in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amountthereto); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower (a) BTHE has made available filed or furnished all forms, documents and reports required to each Purchaser through be filed or furnished by it (the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits“BTHE SEC Documents”) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States U.S. Securities and Exchange Commission (the “SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (their respective dates or, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing): (i) each of amendment, the BTHE SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended 2002 (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as amended; the case may be, and (ii) the applicable rules and regulations promulgated thereunder, and none of the BTHE SEC Reports contained Documents as of the Closing Date contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the (b) The audited financial statements and unaudited interim financial statements contained (including all related notes and schedules) of BTHE included in the BTHE SEC Reports: Documents (ithe “BTHE Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto then in effect, fairly present in all material respects the financial position of BTHE, as at the time respective dates thereof, and the results of filing its operations and as of its cash flows for the date of each Closing; respective periods then ended (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements andsubject, in the case of the 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 recurring year-end audit adjustments which will notthat were not or are not expected to be, individually or in the aggregate, be material materially adverse to BTHE), and were prepared in amount); and accordance with United States generally accepted accounting principles (iii“GAAP”) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for applied on a consistent basis during the periods covered thereby, subject, involved (except as may be indicated therein or in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013notes thereto).

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to (a) Since November 24, 2006, each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each form, report, schedule, registration statement, proxy statement, information statement, exhibit and definitive proxy statement any other document, to the extent required to be filed in accordance with Applicable Law by the Borrower Company with the United States Securities and Exchange Commission (the “SEC”) since September 30, 2014 (collectivelyas such documents have been amended prior to the date hereof, the “SEC Reports”). All statements, reportsas of its respective date, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act and was timely filed (except where a valid extension of 1934 (the “1934 Act”filing date was filed and the applicable SEC Report was filed within the period permitted by such extension), as amended; and (ii) none . None of the SEC Reports Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except , except for pro forma financial such statements, if any, as have been modified or superseded by subsequent filings prior to the audited date hereof. (b) The financial statements of the Company included in such SEC Reports and unaudited interim financial statements contained in the SEC Reports: (i) complied any notes related thereto comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements andthereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, and except that in the case of the unaudited interim financial statements may not contain footnotes and are subject statements, to normal and normal, recurring year-end audit adjustments none of which are or will notbe material in amount, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of at the respective dates thereof and the results of their operations of the Borrower and cash flows for the periods covered thereby, subject, then ended. (c) The Company does not have any direct or indirect liabilities that were not fully and adequately reflected or reserved against on the balance sheet or described in the case of unaudited statements, notes to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation the audited financial statements of the financial statements have been includedCompany. Purchaser acknowledges The Company has no Knowledge of any circumstance, condition, event or arrangement that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013taken place at any time that may hereafter give rise to any liabilities.

SEC Reports and Financial Statements. 3.7.1 The Borrower (a) SM&A has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate Company or its counsel correct and complete copies (excluding copies of exhibits) of each report, schedule, registration statement, statement and definitive proxy statement filed by SM&A Corporation, the Borrower sole shareholder of SM&A ("Parent"), with the United States Securities and Exchange Commission (“"SEC”") since September 30on ------ --- or after August 20, 2014 1998 (collectively"Parent SEC Documents"), which are all the “SEC Reports”). All statements, reports, schedules, forms and -------------------- documents (other documents than preliminary material) that Parent was required to have been filed by the Borrower file with the SEC have been so filedon or after that date. As of the time it was filed with the SEC (their respective dates or, in the case of registration statements, their effective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the Parent SEC Reports Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Parent SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated by the SEC thereunder. 3.7.2 Except for pro forma financial statements, if any, the audited (b) The financial statements and unaudited interim financial statements contained of SM&A included in the Parent SEC Reports: (i) Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout during the periods covered involved (except as may be have been indicated in the notes to such financial statements andthereto or, in the case of the unaudited statements, as permitted by Form 10-Q of promulgated by the SEC, ) and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, present the financial position of the Borrower Parent as of at the respective dates thereof and the results of its operations of the Borrower and cash flows for the respective periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013then ended.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Buyer has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms statements and other documents required to have been be filed by it since January 1, 2004 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the Borrower with the "Buyer SEC have been so filedDocuments"). As The Buyer SEC Documents, as of the time it was date filed with the SEC (orand, if in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Buyer SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing): ), (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iii) complied as to form in all material respects with the applicable requirements of the Exchange Act of 1934, and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. (b) The consolidated financial statements of the Buyer included or incorporated by reference in the Buyer SEC Documents, as of the date filed with the SEC (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Buyer SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing), complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered indicated (except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and except that fairly presented, in all material respects (subject, in the case of the unaudited statements, to normal, recurring audit adjustments not material in amount), the consolidated financial position of the Buyer and its consolidated Subsidiaries as of the date of such financial statements may and the consolidated results of their operations and cash flows for each of the periods then ended. (c) Except as set forth in Schedule 6.9, since June 30, 2005, there has not contain footnotes and are subject to normal and recurring year-end audit adjustments which will notbeen any change or development that, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for has had a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Buyer Material Adverse Effect.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each Each form, report, schedule, registration statement, and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Purchaser or any of its subsidiaries with the SEC since December 31, 2001 (as such documents have been so filed. As of since the time it was filed of their filing been amended or supplemented, the "Purchaser SEC Reports"), which are all the documents (other than preliminary material) that Purchaser and its subsidiaries were required to file with the SEC (orsince such date, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933or the Exchange Act, as amended (the “Securities Act”)case may be, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the . The audited consolidated financial statements and unaudited interim consolidated financial statements contained (including, in each case, the notes, if any, thereto) included in the Purchaser SEC Reports: Reports (ithe "Purchaser Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except as may be indicated therein or in the notes thereto and except with respect to such financial unaudited statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, and except that in the case of the unaudited interim financial statements may not contain footnotes and are subject statements, to normal and normal, recurring year-end audit adjustments (which will notare not expected to be, individually or in the aggregate, be material in amountmaterially adverse to Purchaser and its subsidiaries taken as a whole); and (iii) fairly present, in all material respects, respects the consolidated financial position of the Borrower Purchaser and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations of the Borrower and cash flows for the respective periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013then ended.

SEC Reports and Financial Statements. 3.7.1 The Borrower (a) IDGS has made available filed or furnished all forms, documents and reports, required to each Purchaser through be filed or furnished by it (the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits“IDGS SEC Documents”) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (the “SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (their respective dates or, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing): (i) each of amendment, the IDGS SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 19331934, as amended (the “Securities Exchange Act”), or ) and the Securities Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1934 2002 (the “1934 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as amended; the case may be, and (ii) the applicable rules and regulations promulgated thereunder, and none of the IDGS SEC Reports Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the (b) The audited financial statements and unaudited interim financial statements contained (including all related notes and schedules) of IDGS included in the IDGS SEC Reports: Documents (ithe “IDGS Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto then in effect, fairly present in all material respects the financial position of IDGS, as at the time respective dates thereof, and the results of filing their operations and as of their cash flows for the date of each Closing; respective periods then ended (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements andsubject, in the case of the 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 recurring year-end audit adjustments which will notthat were not or are not expected to be, individually or in the aggregate, be material materially adverse to IDGS), and were prepared in amount); and accordance with United States generally accepted accounting principles (iii“GAAP”) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for applied on a consistent basis during the periods covered thereby, subject, involved (except as may be indicated therein or in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013notes thereto).

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has filed with the SEC, and has heretofore made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate true and complete copies (excluding copies of exhibits) of each reportof, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms statements and other documents (other than preliminary materials) required to have been be filed by it under the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended Exchange Act or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended 1933 (the “"Securities Act”") from and after December 31, 1997 (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). The Company SEC Documents, or at the Securities Exchange Act of 1934 time filed, (the “1934 Act”), as amended; and (iia) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if anyand (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the audited case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements and unaudited interim of the Company included in the Company SEC Documents as well as the Company's financial statements contained in as of and for the SEC Reports: (i) complied year ended December 31, 1998 heretofore delivered to Purchaser, as of the dates thereof comply as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes to such financial statements andthereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X promulgated by the SEC, ) and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and fairly present (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of the unaudited statements, to normalnormal adjustments, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation none of which will be material) the consolidated financial position of the financial statements have been included. Purchaser acknowledges that Company and its consolidated subsidiaries as at the Borrower has restated its Quarterly Reports on Form 10-Q dates thereof and the consolidated results of their operations and cash flows for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013then ended.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each reporttimely filed with, registration statementor furnished to, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectivelyas applicable, the “SEC Reports”). All all registration statements, prospectuses, reports, forms, statements, schedules, forms certifications and other documents required to have been be filed or furnished by the Borrower Company since January 1, 2015 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Company SEC have been so filedDocuments”). As of the time it was filed with the SEC (ortheir respective dates, or if amended or superseded by a filing prior to amended, as of the date of this Agreementthe last such amendment, then on the date of such filing): Company SEC Documents (i) each of the SEC Reports were prepared in accordance and complied in all material respects with the applicable requirements of the Sarbanes Act, the Securities Act of 1933, as amended (and the “Securities Act”), or the Securities Exchange Act of 1934 (to the “1934 Act”), as amended; extent then applicable) and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, (b) Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, any related notes thereto) contained in or incorporated by reference in the Company SEC Reports: Documents (the “Company Financial Statements”), (i) complied complied, as to form of its respective date of filing with the SEC, in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; with respect thereto, (ii) were was prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered indicated (except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented in all material respects and in accordance with GAAP the consolidated financial position of the SEC, Company and its Subsidiaries as of the respective date 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 may not contain footnotes and are were or will be subject to normal and recurring year-end audit and quarter-end adjustments which will not, individually or that are not in the aggregateaggregate material). (c) The Company has maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d- 15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, be material processed, summarized and reported within the time periods specified in amount); the rules and (iii) fairly present, in all material respects, the financial position forms of the Borrower SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document, or any amendment thereto, its conclusions about the effectiveness of the internal control structures and procedures as of the respective dates thereof and the results of operations end of the Borrower for period covered by such report or amendment based on such evaluation. Based on the periods covered therebyCompany management’s most recently completed assessment of the Company’s internal control over financial reporting prior to the date hereof, subject, (i) the Company had no significant deficiencies or material weaknesses in the case design or operation of unaudited statementsits internal controls that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) the Company does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. (d) To the Knowledge of the Company, there are no outstanding or unresolved comments in any comment letters from the Staff of the SEC relating to the Company SEC Documents and received by the Company that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company SEC Documents filed on or prior to the date hereof is, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation the Knowledge of the financial statements have been included. Purchaser acknowledges Company, subject to ongoing SEC review or investigation that would reasonably be expected to be material to the Borrower has restated Company and its Quarterly Reports on Form 10-Q for Subsidiaries, taken as a whole. (e) The Company is in compliance with the periods ended December 31applicable listing and corporate governance rules and regulations of NASDAQ except as would not reasonably be expected to be material to the Company and its Subsidiaries, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013taken as a whole.

SEC Reports and Financial Statements. 3.7.1 The Borrower (a) RSL COM has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate filed all required forms, reports and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower documents with the United States Securities and Exchange Commission (“SEC”hereinafter collectively referred to as the "Company Reports") since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been be filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior pursuant to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “"Securities Act”), or ") and the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; , and the rules and regulations promulgated thereunder (ii) none the "Exchange Act"), all of which have complied in all material respects with all applicable requirements of the SEC Reports Securities Act and the Exchange Act. (b) None of the Company Reports, including, without limitation, any financial statements or schedules included therein, at the time filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements(c) The consolidated balance sheets and the related consolidated statements of income, if any, cash flow and shareholders' equity (including without limitation the audited financial statements related notes thereto) of RSL COM and unaudited interim its consolidated Subsidiaries included in the financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied RSL COM's Annual Report on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower K for the periods covered therebyyear ended December 31, subject, 1999 (the "Company 10-K") and in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its RSL COM's Quarterly Reports on Form 10-Q for the periods quarter ended December 31, 2012 and March 31, 20132000 (the "Company 10-Q"), present fairly the consolidated financial position of RSL COM and its consolidated Subsidiaries as of their respective dates, and did not timely file its Quarterly Report on Form 10-Q the results of consolidated operations and cash flows for the period ended June 30periods then ended, 2013all in conformity with United States generally accepted accounting principles applied on a consistent basis, except as otherwise noted therein and in the case of unaudited financial statements subject to normal year-end audit adjustments, and except for certain footnote disclosures required by United States generally accepted accounting principles.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30July 31, 2014 2009 all of which are incorporated by reference herein (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Buyer has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“the "SEC”) since September 30"), 2014 (collectivelyand has heretofore made available to the Shareholders true and complete copies of, the “SEC Reports”). All statementsall forms, reports, schedulesproxy statements, forms and other documents required to have been be filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (orsince June 1, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of 2001 under the Securities Exchange Act of 19331934, as amended (the “Securities "Exchange Act”), ") or the Securities Exchange Act (as such documents have been amended since the time of 1934 their filing, collectively, the "Buyer SEC Documents"). The Buyer SEC Documents, at the time filed, (the “1934 Act”), as amended; and (iia) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statementsmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, if any, as the audited case may be. The consolidated financial statements and unaudited interim financial statements contained of Buyer included in the Buyer SEC Reports: (i) complied Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered period involved (except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC) and fairly present (subject, and except that in the case of the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments adjustments) in all material respects the consolidated financial position of Buyer and its consolidated subsidiaries as at the dates thereof and financial position of Buyer and its consolidated subsidiaries as at the dates thereof and set forth in the Buyer SEC Documents and except for the liabilities and obligations incurred in the ordinary course of business consistent with past practice, there are no material liabilities or obligations of any nature required by GAAP to be set forth on a consolidated balance sheet of Buyer and its subsidiaries or in the notes thereto which will not, individually or in the aggregate, be would have a material in amount); and (iii) fairly present, in all material respects, adverse effect on the financial position condition or business of the Borrower as of the respective dates thereof Buyer and the results of operations of the Borrower for the periods covered therebyits subsidiaries, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for on a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013consolidated basis.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 2010 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower (a) INVU has made available filed or furnished all forms, documents and reports, required to each Purchaser through be filed or furnished by it (the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits“INVU SEC Documents”) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (the “SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (their respective dates or, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing): (i) each of amendment, the INVU SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 19331934, as amended (the “Securities Exchange Act”), or ) and the Securities Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1934 2002 (the “1934 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as amended; the case may be, and (ii) the applicable rules and regulations promulgated thereunder, and none of the INVU SEC Reports Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the (b) The audited financial statements and unaudited interim financial statements contained (including all related notes and schedules) of INVU included in the INVU SEC Reports: Documents (ithe “INVU Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto then in effect, fairly present in all material respects the financial position of INVU, as at the time respective dates thereof, and the results of filing their operations and as of their cash flows for the date of each Closing; respective periods then ended (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements andsubject, in the case of the 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 recurring year-end audit adjustments which will notthat were not or are not expected to be, individually or in the aggregate, be material materially adverse to INVU), and were prepared in amount); and accordance with United States generally accepted accounting principles (iii“GAAP”) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for applied on a consistent basis during the periods covered thereby, subject, involved (except as may be indicated therein or in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013notes thereto).

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s 's ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“"SEC”") since September 30January 1, 2014 (collectively, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “"1934 Act”"), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement timely filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, all forms and other documents (including exhibits and other information incorporated therein) required to have been be filed by it since January 1, 2003 (such documents, the "Company SEC Documents"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Borrower Company with the SEC have been so filedsince January 1, 2003. As of the time it was filed with the SEC their respective dates (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”amended), the Company SEC Documents, including the financial statements and schedules provided therein or the Securities Exchange Act of 1934 incorporated by reference therein, (the “1934 Act”), as amended; and (iix) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iy) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Sarbanes-Oxley Act of 2002, and the rules and regulations promulgated ▇▇▇▇▇▇▇▇▇▇ ("▇OX"), as the case may be. (b) The December 31, 2005 consolidated balance sheet of the Company and the related consolidated statements of income, changes in stockholders' equity and cash flows (including, in each case, the related notes, where applicable), as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC under the Exchange Act (the "Company Financial Statements") fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects, the consolidated financial position and the results of the consolidated operations, cash flows and changes in stockholders' equity of the Company and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at with respect thereto; and each of such statements (including the time of filing related notes, where applicable) has been, and as of the financial statements to be filed by the Company with the SEC after the date of each Closing; (ii) were this Agreement will be, prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved, except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form 10-Q Q. The books and records of the SECCompany and its Subsidiaries have been, and except that unaudited financial statements may are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Ernst & Young LLP is an independent public accounting firm with respect to the Company and has not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually resigned or been dismissed as independent public accountants of the Company. (c) The Company is in the aggregate, be material in amount); and (iii) fairly present, compliance in all material respects, respects with the financial position provisions of the Borrower as SOX and the listing and corporate governance rules and regulations of the respective dates thereof and NYSE that are in each case applicable to the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Company.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 2008 all of which are incorporated by reference herein (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available Company delivered to each Purchaser through prior to the SEC’s ▇▇▇▇▇ system accurate execution of this Agreement a true and complete copies (excluding copies of exhibits) copy of each form, report, schedule, registration statement, statement and definitive proxy statement other document (together with all amendments thereof and supplements thereto) filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company or any of its Subsidiaries with the SEC since December 31, 1996 (as such documents have been so filed. As of since the time it was filed of their filing been amended or supplemented, the "Company SEC Reports"), which, except as disclosed on Schedule 3.08(a), are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file with the SEC (orsince such date. Except as disclosed in Schedule 3.08(a), if amended or superseded by a filing prior to and in the date cases where the Company SEC Reports have been amended, as of this Agreementtheir respective dates, then on the date of such filing): Company SEC Reports (i) each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933or the Exchange Act, as amended (the “Securities Act”)case may be, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 . Except for pro forma financial statements, if anyas disclosed in Schedule 3.08(b), the audited consolidated financial statements and unaudited interim consolidated financial statements contained (including, in each case, the notes, if any, thereto) included in the Company SEC Reports: Reports (ithe "Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout during the periods covered involved (except as may be indicated therein or in the notes thereto and except with respect to such financial unaudited statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, and except that in the case of the unaudited interim financial statements may not contain footnotes and are subject statements, to normal and normal, recurring year-end audit adjustments which will notare not expected to be, individually or in the aggregate, be material in amount); materially adverse to the Company and (iiiits Subsidiaries taken as a whole) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Schedule 3.08(b), each Subsidiary of the Borrower Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for the all periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate (a) A true and complete copies (excluding copies of exhibits) copy of each annual, quarterly and other report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Parent with the SEC have been so filed. As of the time it was filed with the SEC (orsince March 1, if amended or superseded by a filing 2011 and prior to the date of this Agreement, then hereof (the “Parent SEC Documents”) is available on the date of such filing): (i) each of Web site maintained by the SEC Reports at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the applicable requirements of the United States Securities Act of 1933and the Exchange Act, as amended (the “Securities Act”)case may be, or and the Securities Exchange Act rules and regulations of 1934 (the “1934 Act”)SEC promulgated thereunder applicable to such Parent SEC Documents, as amended; and (ii) none of the Parent SEC Reports Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. 3.7.2 Except for pro forma financial statements, if any, the audited (b) The financial statements and unaudited interim financial statements contained of Parent included in the Parent SEC Reports: Documents (ithe “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements andstatements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated (subject to, 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amountadjustments); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate (a) A true and complete copies (excluding copies of exhibits) copy of each annual, quarterly and other report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Parent with the SEC have been so filed. As of the time it was filed with the SEC (orsince January 31, if amended or superseded by a filing 2013 and prior to the date of this Agreement, then hereof (the “Parent SEC Documents”) is available on the date of such filing): (i) each of Web site maintained by the SEC Reports at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the applicable requirements of the United States Securities Act of 1933and the Exchange Act, as amended (the “Securities Act”)case may be, or and the Securities Exchange Act rules and regulations of 1934 (the “1934 Act”)SEC promulgated thereunder applicable to such Parent SEC Documents, as amended; and (ii) none of the Parent SEC Reports Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading., except to the extent corrected by a Parent SEC Document filed prior to the date of this Agreement 3.7.2 Except for pro forma financial statements, if any, (b) Each of the audited consolidated financial statements and unaudited interim financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements andthereto or, 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) each fairly presentpresents, in all material respects, the consolidated financial position position, results of the Borrower operations and cash flows of Parent and its consolidated subsidiaries as of at the respective dates thereof and the results of operations of the Borrower for the respective periods covered therebyindicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013).

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s ▇E▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 2012 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Except as set forth on Schedule 12(u), Company and each of its Subsidiaries has filed all proxy statements, reports and other documents required to be filed by it under the Exchange Act, subject to the exceptions for the three years preceding the date hereof expressly set forth in the Reorganization Agreement. Company has furnished Laurus with copies of: (i) its Annual Report on Form 10-KSB for its fiscal year ended December 31, 2003; and (ii) its Quarterly Reports on Form 10-QSB for its fiscal quarters ended March 31, 2004 and June 30, 2004, and the Form 8-K filings which it has made available during its fiscal year 2004 to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 date (collectively, the “SEC Reports”). All statementsExcept as set forth on Schedule 4.21, reportseach SEC Report was, schedulesat the time of its filing, forms and other documents required to have been filed by the Borrower in substantial compliance with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; its respective form and (ii) none of the SEC Reports Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited . Such financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the periods covered involved (except (i) as may be otherwise indicated in the notes to such financial statements and, or the notes thereto or (ii) in the case of unaudited interim statements, as permitted by Form 10-Q of to the SEC, and except that unaudited financial statements extent they may not contain include footnotes or may be condensed) and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, present in all material respects, respects the financial position of the Borrower as of the respective dates thereof and condition, the results of operations and the cash flows of the Borrower for Company and its Subsidiaries, on a consolidated basis, as of, and for, the periods covered thereby, subject, presented in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013each such SEC Report.

SEC Reports and Financial Statements. 3.7.1 The Borrower (a) Except for its annual report on Form 10-K for the year ended July 31, 2004, its quarterly reports on Form 10-Q for the periods ending October 31, 2004, January 31, 2005 and April 30, 2005 (the “Delayed Forms”), each of which reports has made available to each Purchaser through now been filed, the SEC’s ▇▇▇▇▇ system accurate and complete copies Company has timely filed with (excluding copies of exhibitsi) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (the “SEC”) since September 30, 2014 and (collectively, the “SEC Reports”). All statements, reports, schedules, ii) any Canadian regulatory authority all forms and other documents required to have been be filed by it since January 1, 2003 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other Canadian Law, including (A) its Annual Reports on Form 10-K for the years ended July 31, 2003 and July 31, 2005, respectively, (B) its Quarterly Reports on Form 10-Q for the periods ended October 31, 2005, January 31, 2006 and April 30, 2006, (C) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (D) all other forms, reports and registration statements required to be filed by the Borrower Company with the SEC have been so filedand any Canadian regulatory authority since January 1, 2003. The documents described in clauses (A)-(D) above and the Delayed Forms, in each case as amended (whether filed on or prior to the date of this Agreement), are referred to in this Agreement collectively as the “Company SEC Documents.” As of the time it was filed with the SEC (their respective dates or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of such filing): amendment with respect to those disclosures that are amended, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (ix) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iy) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and other applicable Laws, as the case may be, and the applicable rules and regulations of the SEC and other foreign regulatory authorities thereunder. (b) The July 31, 2005 consolidated balance sheet of the Company (the “Company Balance Sheet”) and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2005 filed with the SEC under the Exchange Act, and the unaudited consolidated balance sheet of the Company and its Subsidiaries (including the related notes, where applicable) as of April 30, 2006 and the related (i) unaudited consolidated statements of operations and comprehensive income for the three and nine-month periods then ended and (ii) unaudited consolidated statement of cash flows for the nine-month period then ended (in each case including the related notes, where applicable), as reported in the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2006 filed with the SEC under the Exchange Act, fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects, the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at with respect thereto; and each of such statements (including the time of filing related notes, where applicable) has been, and as of the financial statements to be filed by the Company with the SEC after the date of each Closing; (ii) were this Agreement will be, prepared in accordance with GAAP United States generally accepted accounting principles (“US GAAP”) consistently applied on a consistent basis throughout during the periods covered (involved, except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with US GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP is an independent public accounting firm with respect to the Company and has not resigned or been dismissed as independent public accountants of the Company. (c) Since February 1, 2005, (A) except that unaudited with respect to the ESPP Options, the exercise price of each Company Option has been no less than the Fair Market Value (as defined under the terms of the respective LTIP Plan under which such Company Option was granted) of a share of Company Common Stock as determined on the date of grant of such Company Option, and (B) all grants of Company Options were validly issued and properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in material compliance with applicable Law and recorded in the Company’s financial statements may not contain footnotes referred to in Section 3.5(b) in accordance with US GAAP, and are subject no such grants involved any “back dating,” “forward dating” or similar practices with respect to normal and recurring year-end audit adjustments which will notthe effective date of grant, except as, individually or in the aggregate, has not had and would not be material reasonably likely to have or result in amount); and (iii) fairly present, in all material respects, a Material Adverse Effect on the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Company.

SEC Reports and Financial Statements. 3.7.1 The Borrower (i) Since January 1, 2017, Parent has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of timely filed or furnished all reports, forms, schedules, exhibits) of each report, certifications, registration statement, statements and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission other documents (“SEC”) since September 30, 2014 (collectively, the “Parent SEC Reports”). All statements, reports, schedules, forms and other documents ) required to have been be filed or furnished by the Borrower it with the SEC have been so filedSEC. As of the time it was filed with the SEC their respective dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of this Agreement, then on the date of such subsequent filing): (i) each of ), the Parent SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 19332002, as amended and the rules and regulations thereunder (the “Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)) as the case may be, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the Parent SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma . Since January 1, 2017, (i) Parent has been in compliance with the applicable listing and corporate governance rules and regulations of NASDAQ, except, in each case, where the failure to so comply would not, individually or in the aggregate, have a material adverse effect on Parent and its subsidiaries, taken as a whole, and (ii) each of the chief executive officer and the chief financial statementsofficer of Parent has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Parent SEC Documents, if any, and the audited financial statements and unaudited interim financial statements contained in such certifications are accurate, except, in each case, where the failure to make such certifications or to be so accurate would not, individually or in the aggregate, have a material adverse effect on Parent and its subsidiaries, taken as a whole. US-DOCS\101033924.7 (ii) The financial statements of Parent (including any related notes and schedules thereto) included in the Parent SEC Reports complied, as of their respective dates of filing with the SEC Reports: (i) complied or, if amended or superseded by a subsequent filing prior to the date hereof, as to form of the date of such subsequent filing), in all material respects with all applicable accounting requirements, the published Securities Act and the Exchange Act, and with the rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes to such financial statements disclosed therein and, in the case of the unaudited financial 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, present in all material respects, respects the consolidated financial position of Parent and its subsidiaries and the Borrower consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013shown.

SEC Reports and Financial Statements. 3.7.1 (a) The Borrower Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms registration statements and other documents definitive proxy statements required to have been be filed by the Borrower Company with the SEC since January 1, 1998 (as they have been so filedamended since the time of their filing, and including any documents filed as exhibits thereto, collectively, the "SEC Reports") and complete and correct copies of all such forms, reports, schedules, registration statements, and proxy statements are available to Parent through public sources. As of the time it was filed with the SEC (ortheir respective dates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act of 1933, as amended (the “"Securities Act”"), or and the Securities Exchange Act rules and regulations of 1934 (the “1934 Act”)SEC promulgated thereunder applicable, as amended; the case may be, to such SEC Reports, and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except (b) The consolidated balance sheets as of December 31, 1999 and 1998 and the consolidated statements of income, common shareholders' equity and cash flows for pro forma financial statementseach of the three fiscal years in the period ended December 31, if any, 1999 (including the audited financial statements related notes and unaudited interim financial statements schedules thereto) of the Company contained in the SEC Reports: Company's Form 10-K for the fiscal year ended December 31, 1999 (ithe "1999 Financial Statements") complied as to form present fairly in all material respects with the published rules consolidated financial position and regulations the consolidated results of operations and cash flows of the SEC applicable thereto at the time of filing Company and its consolidated subsidiaries as of the date of each Closing; (ii) dates or for the periods presented therein and were prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis throughout during the periods covered (involved except as may be indicated otherwise noted therein, including the related notes. (c) Except as reflected, reserved against or otherwise disclosed in the notes to such financial statements and1999 Financial Statements or as set forth in Section 4.5(c) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any material liabilities or obligations (absolute, accrued, fixed, contingent or otherwise) other than liabilities incurred in the case ordinary course of unaudited statementsbusiness consistent with past practice since December 31, 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 recurring year-end audit adjustments 1999 which will would not, individually or in the aggregate, reasonably be material expected to have a Material Adverse Effect on the Company. (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 the SEC to agreements, documents 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. (e) Proper accounting controls are, and since January 1, 1996, have been, in amount); place to ensure that no portion of any international sales representative commission or contingent fee or other payment is included, directly or indirectly, in the contract price of any sale to the United States Government pursuant to the Foreign Military Sales ("FMS") program, or any sale to a foreign government financed in whole or in part with funding from the U.S. Foreign Military Finance ("FMF") program, except as permitted thereunder. (f) All payments to international sales representatives since January 1, 1996 including commission and contingent fee payments to international sales representatives or others on FMS and FMF contracts, (iiii) fairly present, have been accurately reported in all material respectsrespects on the Company books and records, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements (ii) have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 made consistent in all material respects with all applicable United States and March 31, 2013, foreign laws and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013regulations.

SEC Reports and Financial Statements. 3.7.1 The Borrower Except as set forth on Schedule 12(u), it and each of its Subsidiaries has made available filed all proxy statements, reports and other documents required to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement be filed by it under the Borrower with the United States Securities Exchange Act. Laurus has had access to copies of: (i) its Annual Report on Form 10-K for its fiscal year ended June 30, 2005, as amended; and Exchange Commission (“SEC”ii) since its Quarterly Reports on Form 10-Q for its fiscal quarters ended September 30, 2014 2005, December 31, 2005, and March 31, 2006, as amended, and the Form 8-K filings which it has made since July 1, 2005 to date, as such reports may have been amended (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. 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 Except as set forth on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”Schedule 12(u), or the Securities Exchange Act of 1934 (the “1934 Act”)each SEC Report, as amended; , was, at the time of the filing of the latest amendment to it, in substantial compliance with the requirements of its respective form and (ii) none of the SEC Reports Reports, as amended, nor the financial statements (and the notes thereto) included in the SEC Reports, as amended, as of the filing date of their latest respective amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited . Such financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (except (i) as may be otherwise indicated in the notes to such financial statements and, or the notes thereto or (ii) in the case of unaudited interim statements, as permitted by Form 10-Q of to the SEC, and except that unaudited financial statements extent they may not contain include footnotes or may be condensed) and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, present in all material respects, respects the financial position of the Borrower as of the respective dates thereof and condition, the results of operations and cash flows of the Borrower for Parent and its Subsidiaries, on a consolidated basis, as of, and for, the periods covered therebypresented in each such SEC Report, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013as amended.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30January 18, 2014 2005 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30March 31, 2014 2010 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Except as set forth on Schedule 9(u), Company and each of its Subsidiaries has filed all proxy statements, reports and other documents required to be filed by it under the Exchange Act, subject to the exceptions for the three years preceding the date hereof expressly set forth in the Reorganization Agreement. Company has furnished Federal Partners with copies of: (i) its Annual Report on Form 10-KSB for its fiscal year ended June 30, 2005; and (ii) its Quarterly Reports on Form 10-QSB for its fiscal quarters ended March 31, 2006 and December 31, 2005, and the Form 8-K filings which it has made available during its fiscal year 2006 to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 date (collectively, the “SEC Reports”). All statementsExcept as set forth on Schedule 4.21, reportseach SEC Report was, schedulesat the time of its filing, forms and other documents required to have been filed by the Borrower in substantial compliance with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; its respective form and (ii) none of the SEC Reports Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited . Such financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout during the periods covered involved (except (i) as may be otherwise indicated in the notes to such financial statements and, or the notes thereto or (ii) in the case of unaudited interim statements, as permitted by Form 10-Q of to the SEC, and except that unaudited financial statements extent they may not contain include footnotes or may be condensed) and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, present in all material respects, respects the financial position of the Borrower as of the respective dates thereof and condition, the results of operations and the cash flows of the Borrower for Company and its Subsidiaries, on a consolidated basis, as of, and for, the periods covered thereby, subject, presented in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013each such SEC Report.

SEC Reports and Financial Statements. 3.7.1 The Borrower Except as set forth in Schedule 3.5, the Company has filed with the SEC, and has heretofore made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate Parent true and complete copies (excluding copies of exhibits) of each reportof, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms statements and other documents required to have been be filed by it since December 31, 1996 under the Borrower with the SEC have been so filed. As of the time it was Exchange Act that were filed with the SEC (or, if amended or superseded by a filing and publicly available prior to the date of this AgreementAgreement (as such documents have been amended since the time of their filing, then on collec tively, the "Company SEC Documents"). As of their re spective dates or, if amended, as of the date of the last such filing): (i) each of amendment, the Company SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933Documents, as amended (the “Securities Act”)including, without limitation, any financial statements or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained schedules included therein did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except . None of the Sub sidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 12 or 15 of the Exchange Act. The financial statements of the Compa ny (the "1997 Financial Statements") included in the Company's Annual Report on Form 10-K for pro forma financial statementsthe fiscal year ended December 31, if any1996 (including the related notes thereto) (the "1996 Form 10-K") and in the quarterly reports on Form 10-Q for the three fiscal quarters occur ring since the 1996 Form 10-K have been prepared from, and are in accordance with, the audited financial statements books and unaudited interim financial statements contained in records of the SEC Reports: (i) complied as to form Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting princi ples ("GAAP") applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, thereto and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited interim financial statements, to normal, immaterial, normal year-end audit adjustments. All adjustments considered necessary for a fair presentation ) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of the financial statements have been included. Purchaser acknowledges that Company and its consolidated subsidiaries as at the Borrower has restated its Quarterly Reports on Form 10-Q dates thereof or for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013presented therein.

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“"SEC”") since September 30January 1, 2014 2007 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “"SEC Reports”"). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities "1933 Act”"), or the Securities Exchange Act of 1934 1934, as amended (the “"1934 Act”"), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.6.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower (a) Except for its annual report on Form 10-K for the year ended July 31, 2004, its quarterly reports on Form 10-Q for the periods ending October 31, 2004, January 31, 2005 and April 30, 2005 (the “Delayed Forms”), each of which reports has made available to each Purchaser through now been filed, the SEC’s ▇▇▇▇▇ system accurate and complete copies Company has timely filed with (excluding copies of exhibitsi) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (the “SEC”) since September 30, 2014 and (collectively, the “SEC Reports”). All statements, reports, schedules, ii) any Canadian regulatory authority all forms and other documents required to have been be filed by it since January 1, 2003 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other Canadian Law, including (A) its Annual Reports on Form 10-K for the years ended July 31, 2003 and July 31, 2005, respectively, (B) its Quarterly Reports on Form 10-Q for the periods ended October 31, 2005, January 31, 2006 and April 30, 2006, (C) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (D) all other forms, reports and registration statements required to be filed by the Borrower Company with the SEC have been so filedand any Canadian regulatory authority since January 1, 2003. The documents described in clauses (A)-(D) above and the Delayed Forms, in each case as amended (whether filed on or prior to the date of this Agreement), are referred to in this Agreement collectively as the “Company SEC Documents.” As of the time it was filed with the SEC (their respective dates or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of such filing): amendment with respect to those disclosures that are amended, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (ix) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited financial statements misleading and unaudited interim financial statements contained in the SEC Reports: (iy) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and other applicable Laws, as the case may be, and the applicable rules and regulations of the SEC and other foreign regulatory authorities thereunder. (b) The July 31, 2005 consolidated balance sheet of the Company (the “Company Balance Sheet”) and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2005 filed with the SEC under the Exchange Act, and the unaudited consolidated balance sheet of the Company and its Subsidiaries (including the related notes, where applicable) as of April 30, 2006 and the related (i) unaudited consolidated statements of operations and comprehensive income for the three and nine-month periods then ended and (ii) unaudited consolidated statement of cash flows for the nine-month period then ended (in each case including the related notes, where applicable), as reported in the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2006 filed with the SEC under the Exchange Act, fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects, the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto at with respect thereto; and each of such statements (including the time of filing related notes, where applicable) has been, and as of the financial statements to be filed by the Company with the SEC after the date of each Closing; (ii) were this Agreement will be, prepared in accordance with GAAP United States generally accepted accounting principles (“US GAAP”) consistently applied on a consistent basis throughout during the periods covered (involved, except as may be indicated in the notes to such financial statements andthereto or, in the case of unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with US GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP is an independent public accounting firm with respect to the Company and has not resigned or been dismissed as independent public accountants of the Company. (c) Since February 1, 2005, (A) except that unaudited with respect to the ESPP Options, the exercise price of each Company Option has been no less than the Fair Market Value (as defined under the terms of the respective LTIP Plan under which such Company Option was granted) of a share of Company Common Stock as determined on the date of grant of such Company Option, and (B) all grants of Company Options were validly issued and properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in material compliance with applicable Law and recorded in the Company’s financial statements may not contain footnotes referred to in Section 3.5(b) in accordance with US GAAP, and are subject no such grants involved any “back dating,” “forward dating” or similar practices with respect to normal and recurring year-end audit adjustments which will notthe effective date of grant, except as, individually or in the aggregate, has not had and would not be material reasonably likely to have or result in amount); and (iii) fairly present, in all material respects, a Material Adverse Effect on the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013Company.

SEC Reports and Financial Statements. 3.7.1 3.6.1 The Borrower Company has delivered or made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30January 1, 2014 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filedfiled on a timely basis, except as indicated in such SEC Reports. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”)amended, or the Securities Exchange Act of 1934 (the “1934 Act”)1934, as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 3.6.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closingthereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower Company and its consolidated subsidiaries for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each Each form, report, schedule, ------------------------------------ registration statement, statement and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time it was filed Buyer with the SEC (or, if as such documents have been amended or superseded by a filing prior to the date hereof, the "Buyer ----- SEC Reports"), as of this Agreementtheir respective dates, then on the date of such filing): (i) each of the SEC Reports complied in all material respects ----------- with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder and, since the first date on which Buyer Common Stock was listed for trading on the NASDAQ National Market System, the rules of 1933the NASD. None of the Buyer SEC Reports, as amended (the “Securities Act”)of their respective dates, or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state any statement of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, the audited . The consolidated financial statements and unaudited interim financial statements contained of Buyer included in such Buyer SEC Reports (the SEC Reports: (i"Buyer Financial Statements") complied comply as to form in all -------------------------- material respects with the applicable accounting requirements and with published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were with respect thereto, have been prepared in accordance with US GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements andthereto, or in the case of unaudited interim financial 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, present in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of the unaudited interim financial statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation , the consolidated financial position of Buyer as of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013dates thereof.

SEC Reports and Financial Statements. 3.7.1 The Borrower has made available to (a) As of their respective dates, each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each form, report, schedule, registration statement, and definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Parent or any of its subsidiaries with the SEC since January 1, 2001 (as such documents have since the time of their filing been so filed. As amended or supplemented, the "Parent SEC Reports"), which are all of the time it was filed documents that Parent and its subsidiaries were required to file with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of since such filing): date: (i) each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act, as the case may be, and if applicable, the Sarbanes-Oxley Act of 1934 2002 and the rules and regulations promulgated th▇▇▇▇▇▇▇▇ (the “1934 ▇▇▇ "Sarbanes-Oxley Act”"), as amended; and (ii) none of the SEC Reports contained did not contain any untrue statement of a material fact ▇ ▇▇▇▇▇▇▇▇ ▇▇ct or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if any, misleading except to the extent that any statement or omission was corrected in or superceded by information contained in a later dated filing. The audited consolidated financial statements and unaudited interim consolidated financial statements contained (including, in each case, the notes, if any, thereto) included in the Parent SEC Reports: Reports (ithe "Parent Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC SEC, including, without limitation, the Sarbanes-Oxley Act, applicable thereto at the time of filing and as of the date of each Closing; (ii) thereto, were prepared in accordance with GAAP accorda▇▇▇ ▇▇▇▇ ▇▇▇▇rally accepted accounting principles applied on a consistent basis throughout during the periods covered involved (except as may be indicated therein or in the notes thereto and except with respect to such financial unaudited statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, and except that in the case of the unaudited interim financial statements may not contain footnotes and are subject statements, to normal and normal, recurring year-end audit adjustments which will not, individually or in adjustments) the aggregate, be material in amount); and (iii) fairly present, in all material respects, the consolidated financial position of the Borrower Parent and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their operations of the Borrower and cash flows for the respective periods then ended. Each subsidiary of Parent is treated as a consolidated subsidiary of Parent in the Parent Financial Statements for all periods covered thereby, subject, in . (b) Parent has maintained disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the case of unaudited statements, Exchange Act; such controls and procedures were effective to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for ensure that all material information concerning Parent and its subsidiaries was made known on a fair presentation of timely basis to the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q individuals responsible for the periods ended December 31, 2012 preparation of Parent's filings with the SEC and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013other public disclosure documents.

SEC Reports and Financial Statements. 3.7.1 The Borrower (a) Since December 31, 1994, PhoneTel has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate filed all required forms, reports and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“SEC”) since September 30, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower with the SEC have been so filed. As of the time required to be filed by it was filed with the SEC (or, if amended or superseded by a filing prior pursuant to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “"Securities Act”") and the Exchange Act (hereinafter -------------- collectively referred to as the "PhoneTel Reports"), or all of which have complied ---------------- in all material respects with all applicable requirements of the Securities Act and the Exchange Act of 1934 Act. (the “1934 Act”), as amended; and (iib) none None of the SEC Reports PhoneTel Reports, including, without limitation, any financial statements or schedules included therein, at the time filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma (c) The consolidated balance sheets and the related consolidated statements of operations, stockholders' equity and changes in financial statementsposition (including, if anywithout limitation, the audited financial statements related notes thereto) of PhoneTel and unaudited interim the PhoneTel Subsidiaries included in the financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower as of the respective dates thereof and the results of operations of the Borrower for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports PhoneTel's Annual Report on Form 10-Q K for the periods year ended December 31, 2012 1997 (the "PhoneTel 10-K") and March 31, 2013, and did not timely file its in PhoneTel's Quarterly Report on Form 10-Q for the period quarter ------------- ended June 30March 31, 20131998 (the "PhoneTel 10-Q"), present fairly the consolidated ------------- financial position of PhoneTel and the PhoneTel Subsidiaries as of their respective dates, and the results of consolidated operations and changes in consolidated financial position for the periods then ended, all in conformity with generally accepted accounting principles ("GAAP") applied on a consistent ---- basis, except as otherwise noted therein, and subject in the case of unaudited interim financial statements to normal year-end audit adjustments and the absence of footnotes.

SEC Reports and Financial Statements. 3.7.1 The Borrower Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, quarterly report, annual report, current report, registration statement, and definitive proxy statement or information statement filed by the Borrower Company with the United States Securities and Exchange Commission (“SEC”) since September 30December 31, 2014 (collectively, the “SEC Reports”). All statements, reports, schedules, forms and other documents required to have been filed by the Borrower Company with the SEC have been so filed. As To the Company’s Knowledge, as of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “1934 Act”), as amended; and (ii) none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for the pro forma financial statements, if any, the audited financial statements and unaudited interim financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto at the time of filing and as of the date of each Closing; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, in all material respects, the financial position of the Borrower Company as of the respective dates thereof and the results of operations of the Borrower Company for the periods covered thereby, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013.

SEC Reports and Financial Statements. 3.7.1 The Borrower Except as disclosed on Schedule 2.1.5, the Company has made available to each Purchaser through the SEC’s ▇▇▇▇▇ system accurate and complete copies (excluding copies of exhibits) of each report, registration statement, and definitive proxy statement filed by the Borrower with the United States Securities and Exchange Commission (“the "SEC”") since September 30, 2014 (collectively, the “SEC Reports”). All statementsall forms, reports, schedules, forms statements and other documents required to have been be filed by the Borrower with the SEC have been so filed. As of the time it was filed with the SEC (orsince December 31, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or 2001 under the Securities Exchange Act of 1934 (the “1934 "Exchange Act”"), the Securities Act or the Sarbanes-Oxley Act of 2002 (the "▇▇▇▇") (▇▇▇▇ of such forms, reports, schedules, statements, and other documents, to the extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as amended; and an "Company SEC Document"). Each Company SEC Document, at the time filed, (iia) none of the SEC Reports contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.7.2 Except for pro forma financial statements, if anymisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act, the audited Securities Act and the SOXA, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements and unaudited interim financial statements contained included in the Company SEC Reports: Documents (ithe "Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC applicable with respect thereto at the time of filing and as of the date of each Closing; (ii) were their respective dates, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes to such financial statements andthereto or, in the case of the 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 recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present, present in all material respects, respects the consolidated financial position of the Borrower Company and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their operations of the Borrower and cash flows for the periods covered thereby, then ended (subject, in the case of the unaudited statements, to normal, immaterial, year-end recurring audit adjustments. All adjustments considered necessary for a fair presentation of the financial statements have been included. Purchaser acknowledges that the Borrower has restated its Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March 31, 2013, and did not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2013).