Common use of SEC Reports Clause in Contracts

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules promulgated thereunder. None of the Company SEC Documents 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 light of the circumstances under which they were made, not misleading. (b) The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. Financial Statements; Undisclosed Liabilities. ---------------------------------------------------------- (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required forms, reports reports, schedules, statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it with the SEC since its inception pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS")thereunder, all of which have complied which, as of their respective filing dates dates, complied in all material respects with all applicable requirements of the Securities Act of 1933 1933, as amended (the "SECURITIES ACTSecurities Act") ), and the Exchange Act, as the case may be, and the applicable rules promulgated thereunderand regulations of the SEC thereunder (collectively, the "Company SEC Reports"). None of the Company SEC Documents at the time filed Reports, including, without limitation, any financial statements or schedules included therein, 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 light of the circumstances under which they were made, not misleading. (b) The financial statements (including the related notes thereto) of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance conformity with generally accepted accounting principles (except, "GAAP ") in the case of unaudited statements, as permitted by Form 10-Q of the SEC) United States applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) otherwise noted therein), and present fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Company Subsidiaries as of the dates thereof their respective dates, and the consolidated results of their operations and cash flows for the periods then ended presented therein (and includesubject, in the case of any the unaudited interim financial statements, reasonable accruals for to normal year-end adjustments). No subsidiaries . (c) Except (i) as set forth in Section 3.4(c) of the Company Disclosure Schedule, (ii) as set forth in the consolidated balance sheet of the Company as of March 31, 1999 set forth in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (the "Balance Sheet") and (iii) for current liabilities and obligations incurred in the ordinary course of business consistent with past practice since March 31, 1999 (and not materially different in type or amount), neither the Company nor any Company Subsidiary has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (d) All accounts receivable of the Company and each Company Subsidiary that are required reflected in the Balance Sheet or on the accounting records of the Company and the Company Subsidiaries as of the date any Shares have been accepted for payment pursuant to file periodic reports the Offer represent and will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. Section 3.4(d) of the Company Disclosure Schedule contains a complete and accurate aged accounts receivable list of the Company and the Company Subsidiaries as of June 30, 1999. As of the date any Shares have been accepted for payment pursuant to the Offer, there shall have been no material increase in the accounts receivable of the Company and the Company Subsidiaries that are 30 days or more past due. Unless paid prior to the date any Shares have been accepted for payment pursuant to the Offer, the accounts receivable of the Company and each Company Subsidiary are or will be as of the date any Shares have been accepted for payment pursuant to the Offer, collectible net of the respective reserves shown in Section 3.4(d) of the Company Disclosure Schedule or on the accounting records of the Company and each Company Subsidiary as of the date any Shares have been accepted for payment pursuant to the Offer (which reserves are adequate and calculated consistent with past practice and, in the SEC under case of the Exchange Actreserves as of the date any Shares have been accepted for payment pursuant to the Offer, will not represent a greater percentage of the 30 days or more past due accounts receivable as of such date than the reserves reflected in Section 3.4(d) of the Company Disclosure Schedule represented of such past due accounts receivable reflected therein).

SEC Reports. The Company has previously made available to Purchaser true and complete copies of its (ai) Since Annual Report on Form 10-K for its fiscal year ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) Current Report on Form 8-K dated June 6, 2008, (iii) the date Registration Statement on Form S-3 dated June 9, 2008, and (iv) any other reports or registration statements filed by the Company became subject to the reporting requirements of the Exchange Act, the Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC"“Commission”) since March 31, 2008, except for preliminary material, which are all the documents that the Company was required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder file since that date (collectively, the "COMPANY “SEC DOCUMENTS"Reports”), all of which have complied as . As of their respective filing dates dates, the SEC Reports complied as to form in all material respects with all applicable the requirements of the Securities Exchange Act of 1933 1934, as amended (the "SECURITIES ACT") and the “Exchange Act”), and the rules promulgated thereunder. None and regulations of the Company Commission thereunder applicable to such SEC Documents at Reports. As of their respective dates, the time SEC Reports, when read together with previously filed contained SEC Reports, 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 contained therein, in light of the circumstances under which they were made, not misleading. (b) The , except as updated, corrected or superseded by subsequently filed SEC Reports. Except as may be indicated therein or in the notes thereto, the audited consolidated financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) covered thereby and fairly present in all material respects the consolidated financial position condition of the Company as of the dates indicated and the results of operations, changes in stockholders’ equity and cash flows of the Company for the period indicated. Since March 31, 2008, there has been no change in the assets, liabilities, financial condition, operating results or business of the Company and its consolidated subsidiaries Subsidiaries, taken as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includea whole, from that reflected in the case of any audited consolidated financial statements and unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries statements of the Company are required to file periodic reports with included in the SEC under Reports, except as set forth in the Exchange ActSEC Reports and except for changes that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required forms, reports and documents proxy statements with the Securities and Exchange Commission (the "SEC") SEC required to be filed by it pursuant to the federal securities laws Company since January 1, 2007 (as such reports and statements may have been amended since the SEC rules and regulations thereunder (collectivelydate of their filing, the "COMPANY “Company SEC DOCUMENTS"Reports”), all of which have complied as . As of their respective filing dates or the filing dates of amendments, the Company SEC Reports (i) complied in all material respects with all with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, Act and the rules promulgated thereunder. None of the Company SEC Documents at the time filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The . Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents (including the notes thereto) Reports complied at the time it was filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, were was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end adjustments). No subsidiaries The Company has complied and is in compliance in all material respects with all applicable certification, internal control and other requirements and provisions of the Company are required to file periodic reports with ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC under the Exchange Actrules and regulations promulgated thereunder.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company The Purchaser has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, reports statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed, whether or not available through E▇▇▇▇) with the Securities and Exchange Commission SEC since January 1, 2020 (the "SEC") required to be filed by it pursuant to the federal securities laws and the “Purchaser SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"Reports”), all of which have complied as . As of their respective filing dates dates, the Purchaser SEC Reports complied in all material respects with all applicable the requirements of the Securities Act, the Exchange Act of 1933 (the "SECURITIES ACT") and the Exchange S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules promulgated thereunder. None and regulations of the Company SEC Documents promulgated thereunder applicable to the Purchaser SEC Reports, and none of the Purchaser SEC Reports when filed and at the time filed their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Reports, and, to the Knowledge of Purchaser, none of the Purchaser SEC Reports is the subject of any outstanding SEC investigation or review. (b) The financial statements of the Company included Purchaser and its Subsidiaries have implemented and maintain disclosure controls and procedures (as defined in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretoRules 13a-15(e) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC 15d-15(e) under the Exchange Act), as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that material information related to Purchaser, including its consolidated Subsidiaries, required to be disclosed by Purchaser in the reports that it files or submits under the Exchange Act is accumulated and communicated to the principal executive officer and principal financial officer of Purchaser to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Purchaser in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. (c) Purchaser and its Subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (d) Based on its most recent evaluation of its internal controls prior to the date hereof, Purchaser has disclosed to its auditors and its audit committee (i) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report its consolidated financial information and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") required since January 1, 1994. The Company has made available to be Gaming, in the form filed with the SEC, the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1996, 1995 and 1994, (ii) all Quarterly Reports on Form 10-Q filed by it pursuant to the federal securities laws and Company with the SEC rules since January 1, 1994, (iii) all proxy statements relating to meetings of the Company's stockholders since January 1, 1994 and regulations thereunder (collectivelyiv) all Current Reports on Form 8-K and registration statements filed by the Company with the SEC since January 1, 1994 (collectively and as amended as required, the "COMPANY SEC DOCUMENTSReports"), all of which have complied as . As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable requirements of the Securities Act of 1933 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACTSecurities Act") ), and the Exchange Act, and each as in effect on the rules promulgated thereunderdates such SEC Reports were filed. None As of their respective dates, none of the Company SEC Documents at the time filed Reports, including, without limitation, any financial statements or schedules included 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 light of the circumstances under which they were made, not misleading. (b) . No subsidiary of the Company is required, as of the date hereof, to file any form, report, or other document with the SEC under Section 12 of the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports fairly present, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (exceptrespects, in the case conformity with GAAP (as defined in Section 4.11 of unaudited statements, as permitted by Form 10-Q of the SECthis Agreement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects ), the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the their consolidated results of their operations and cash flows for the periods then ended (and include, subject to normal year-end adjustments in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No The Company has heretofore made available or promptly will make available to Gaming a complete and correct copy of any amendments or modifications, which are required to be filed with the SEC but have not yet been filed with the SEC, to the SEC Reports. (b) Except as set forth in Schedule 2.7(b) hereto, the Company and its subsidiaries have no liabilities of any nature (whether accrued, absolute, contingent or otherwise), except for (i) liabilities set forth in the audited balance sheet of the Company are required to file periodic reports dated December 31, 1996 or on the notes thereto, contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) liabilities incurred in the ordinary course of business consistent with past practice since January 1, 1997 and (iii) liabilities which would not, individually or in the SEC under the Exchange Actaggregate, have a Company Material Adverse Effect.

SEC Reports. (a) Since the date the Company became subject January 1, 1998, to the reporting requirements best of the Exchange Act, the Company its knowledge Buyer has filed all required forms, reports and documents ("Buyer SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS")thereunder, all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACTSecurities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and interpretive releases promulgated thereunder. None of the Company such Buyer SEC Documents Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed filed, contained any untrue statement of a material fact fact, or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The . Each of the consolidated balance sheets in or incorporated by reference into the Buyer SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements of the Company included operations and retained earnings and cash flows or equivalent statements in the Company Buyer SEC Documents Reports (including any related notes and schedules) fairly presents or will fairly present the notes thereto) at results of operations, retained earnings and cash flows, as the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations case may be, of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles entity or entities to which it relates for the period set forth therein (except, subject in the case of unaudited interim statements, as permitted by Form 10to normal yearend audit adjustments) in each case in accordance with generally-Q of accepted accounting principles applicable to the SEC) particular entity consistently applied on a consistent basis during throughout the periods involved (involved, except as may be indicated noted therein; and independent certified public accountants for Buyer have rendered or will render an unqualified opinion with respect to each audited financial statement included in the notes thereto) and fairly present in all material respects the Buyer SEC Reports. The consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, statements included in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of Buyer SEC Reports are hereinafter sometimes collectively referred to as the Company are required to file periodic reports with the SEC under the Exchange Act"Buyer Financial Statements."

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has timely filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and with the SEC rules and regulations thereunder since January 1, 2004 (collectively, the "COMPANY “Company SEC DOCUMENTS"Reports”), all of which have which, at the time of filing thereof (except as and to the extent such Company SEC Report has been modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement) complied as of their respective filing dates in all material respects with all applicable requirements of the Exchange Act, the Securities Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933 2002 (the "SECURITIES ACT"“SOX”) and the Exchange Actrules and regulations promulgated thereunder (the “Securities Laws”) applicable to such Company SEC Reports. As of their respective dates (except as and to the extent modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, and in the rules promulgated thereunder. None case of Company SEC Reports filed prior to the date hereof, or prior to the Effective Time, in the case of subsequently-filed Company SEC Reports), none of the Company SEC Documents Reports at the time of filing contained, nor will any report, schedule, form, statement or other document filed contained by the Company after the date hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted omitted, or will omit, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The . Each of the consolidated financial statements of the Company included or incorporated by reference in the Company SEC Documents (including Reports complied, or will comply if filed after the notes thereto) at the time filed complied as to form date hereof, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been, or will be if filed after the date hereof, prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q the applicable rules and regulations of the SECSEC and subject to normal year end audit adjustments which would not be material in amount or effect) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, or will fairly present if filed after the date hereof, in all material respects accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the assets, liabilities and the consolidated financial position of the Company and its consolidated subsidiaries the Company Subsidiaries taken as a whole, as of the dates thereof and the consolidated results of their operations operations, stockholders’ equity and cash flows for the periods then ended (and includeexcept, in the case of any unaudited interim financial statements, reasonable accruals for normal yearas permitted by Form 10-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC Q under the Exchange Act, which are subject to normal, recurring adjustments, none of which are material). As of the date hereof, no Company Subsidiary (including the Operating Partnership) is subject to the periodic reporting requirements of the Exchange Act. (b) There are no liabilities of the Company or any of the Company Subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute or determined other than (i) liabilities disclosed in or reserved against or provided for on the face of the audited balance sheet (or disclosed in the notes thereto) in the most recent consolidated financial statements of the Company included in the Company SEC Reports filed prior to the date hereof (the “Balance Sheet”), (ii) liabilities incurred on behalf of the Company or any Company Subsidiary in connection with the transactions contemplated by this Agreement and (iii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet and as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (c) The management of the Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including the consolidated Company Subsidiaries, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of the Company’s Subsidiaries’ internal controls over financial reporting. (d) The Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX when next due.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the federal securities laws one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein being collectively referred to herein as the “SEC rules Reports”) on a timely basis or has received a valid extension of such time of filing and regulations thereunder (collectively, has filed any such SEC Reports prior to the "COMPANY SEC DOCUMENTS"), all expiration of which have complied as any such extension. As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, as applicable, and the rules promulgated thereunder. None none of the Company SEC Documents at the time filed Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (“US GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by US GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includeended, subject, in the case of any unaudited interim financial statements, reasonable accruals for normal to normal, immaterial, year-end audit adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. (a) Since Except for the date Company's Form 10-K/A filed with the Company became subject to the reporting requirements of the Exchange ActCommission on October 31, the Company has filed 2022, all required forms, reports registration statements, reports, schedules and documents with the Securities and Exchange Commission (the "SEC") statements filed or required to be filed by it pursuant to Issuer under the federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have complied as of their respective filing dates in all material respects with all applicable requirements of Exchange Act or the Securities Act of 1933 (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the "SECURITIES ACT") and the Exchange Act“Issuer Financial Statements”), and the rules promulgated thereunder. None of the Company SEC Documents at the time filed contained (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. , (bii) The financial statements complied as to form in all material respects with the applicable requirements of the Company included in Exchange Act and/or the Company SEC Documents Securities Act, as the case may be, (including the notes theretoiii) at the time filed complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) and with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of the Company Issuer and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (ended. PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to Issuer and includehas not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Actstatement disclosure or auditing scope or procedures.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required forms, reports and documents on a timely basis with the Securities and Exchange Commission (SEC all SEC Reports. The SEC Reports constitute all of the "SEC") documents required to be filed by it pursuant the Company with the Commission under Section 13 or 14 of the Exchange Act since December 31, 2007. Each SEC Report other than the First Quarter Form 10-Q, as of the date of the filing thereof with the Commission (or if amended or superseded by a filing prior to the federal securities laws and date hereof, then on the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all date of which have complied such amending or superseding filing) or as of their respective filing dates the date hereof in the case of the First Quarter Form 10-Q, complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the or Exchange Act, as applicable, and the rules and regulations promulgated thereunder. None of the Company The SEC Documents Reports, at the time they were filed contained (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) and as of the date hereof, did not and do not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . As of their respective dates (b) The or if amended or superseded by a filing prior to the date hereof, then on the date of such amending or superseding filing), the financial statements of the Company included in the Company SEC Documents Reports (including, in each case, any related notes), including any SEC Reports filed after the notes thereto) at date of this Agreement until the time filed Closing, complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been or will be prepared in accordance with generally accepted accounting principles GAAP consistently applied at the times and during the periods involved (exceptexcept (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretoCommission) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. (a) Since the date the The Company became is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the Exchange 34 Act. The common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Co▇▇▇▇y's knowledge, the Company has filed all required formsreports, reports schedules, statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, including all exhibits thereto the "COMPANY Company SEC DOCUMENTSReports"). To the best of the Company's knowledge, all none of which have complied the Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing dates in all material respects with all applicable requirements prior to the date of this Agreement, then on the Securities Act date of 1933 (the "SECURITIES ACT") and the Exchange Actsuch filing), and the rules promulgated thereunder. None of the Company SEC Documents at the time filed contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The . To the best of the Company's knowledge each of the financial statements of (including the Company related notes) included in the Company SEC Documents Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles (including "GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes thereto) at and normal year-end adjustments that have not been and are not expected to be material in amount. To the time filed best of the Company's knowledge all of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable accounting requirements of the 33 Act and the published 34 Act and the rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position promulgated thereunder. Each Subsidiary of the Company and its is treated as a consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries Subsidiary of the Company are required to file periodic in the financial reports with of the Company included in the Company SEC under the Exchange ActReports.

SEC Reports. (a) Since Except as set forth in the date the Company became subject to the reporting requirements of the Exchange ActSEC Reports, the Company has filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the federal securities laws two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC rules Reports”) on a timely basis or has received a valid extension of such time of filing and regulations thereunder (collectively, has filed any such SEC Reports prior to the "COMPANY SEC DOCUMENTS"), all expiration of which have complied as any such extension. As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, as applicable, and the rules promulgated thereunder. None none of the Company SEC Documents at the time filed Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includeended, subject, in the case of any unaudited interim financial statements, reasonable accruals for normal to normal, immaterial, year-end audit adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.​

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required forms, reports and other documents with the Securities and Exchange Commission (the "SEC") SEC required to be filed or furnished by it pursuant to the federal securities laws and Company since December 31, 2008 (such documents, together with any current reports filed during such period by the Company with the SEC rules and regulations thereunder (collectivelyon a voluntary basis on Form 8-K, the "COMPANY “Company SEC DOCUMENTS"Reports”), all of which have complied as . As of their respective filing dates dates, the Company SEC Reports (i) complied in all material respects with all with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, Act and the rules promulgated thereunder. None of the Company SEC Documents at the time filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The . Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents (including the notes thereto) Reports complied at the time it was filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, were was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end adjustments)) in conformity with GAAP. No subsidiaries None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act. (b) The Company are required to file periodic reports with the SEC has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the Exchange Act), which such disclosure controls and procedures are effective in providing reasonable assurance (i) regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP and (ii) that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities. (c) The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since January 1, 2008 and prior to the date hereof. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports. To the knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review.

SEC Reports. All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC (the “Reports”) have been so filed on a timely basis. None of the Subsidiaries of Parent is currently or has, since becoming a Subsidiary of Parent been, required to file any forms, reports or other documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such later filing): (a) Since the date the Company became subject to the reporting requirements each of the Exchange Act, the Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have Reports complied as of their respective filing dates to form in all material respects with all the applicable requirements under Applicable Law; and (b) none of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules promulgated thereunder. None of the Company SEC Documents at the time filed 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. , except to the extent corrected (bi) The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statementsthe Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, as permitted by Form 10-Q the filing of the SECapplicable amending or superseding Report, and (ii) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statementsthe Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, reasonable accruals for normal year-end adjustments). No subsidiaries by the filing of the Company applicable amending or superseding Report. To the knowledge of Parent, none of the Reports is the subject of ongoing SEC review or outstanding SEC comment. To the knowledge of Parent, there are required to file periodic reports with the no internal investigations, any SEC under the Exchange Actinquiries or investigations or other governmental inquiries or investigations pending, in each case regarding any accounting practices of Parent.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") SEC all reports required to be filed by it pursuant to under the federal securities laws and Exchange Act for the SEC rules and regulations thereunder most recent twelve-month period, other than Current Reports on Form 8-K (collectivelysuch filed reports, the "COMPANY “SEC DOCUMENTS"Reports”), all of which have complied as . As of their respective filing dates dates, the SEC Reports filed since January 1, 2024 complied in all material respects with all applicable accounting requirements and the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder. None thereunder applicable to such SEC Reports, the financial statements included in the SEC Reports were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, and none of such SEC Documents Reports, 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 light of the circumstances under which they were made, not misleading. (b) The financial statements of . Since the date the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by its most recent Quarterly Report on Form 10-Q Q, other than the transaction contemplated hereby and similar transactions with other holders of warrants to purchase Common Stock, no material event or circumstance has occurred which would be required to be publicly disclosed pursuant to the provisions of Sections 1 through 5 of the SEC) applied ’s Form 8-K which has not been so publicly disclosed on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal yearForm 8-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.K.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Actits incorporation, the Company MGI has filed all required forms, reports and documents with the Securities and Exchange Commission SEC (the "SECSEC Reports") required to be filed by it pursuant to the federal Federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS")thereunder, all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933 1933, as amended (the "SECURITIES ACTSecurities Act") and ), the Exchange Act, Act and the rules and regulations promulgated thereunder. None Except as set forth in Schedule 3.06 hereof, as of their respective dates of filing in final or definitive form (or, if amended or superseded by a subsequent filing, then on the date of such subsequent filing), none of the Company SEC Documents at the time filed Reports of MGI, including, without limitation, any financial statements or schedules included 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 light of the circumstances under in which they were made, not misleading. (b) The . Except as set forth in Schedule 3.06 hereof, the financial statements of (including the Company related notes) included in the Company SEC Documents (including the notes thereto) at the time filed Reports of MGI complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC"GAAP") applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise noted therein or, in the notes thereto) case of the unaudited financial statements, as permitted by the applicable rules and regulations of the Commission and fairly present presented in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company MGI and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and the consolidated cash flows of MGI and its consolidated Subsidiaries for the periods then ended (presented therein. Except as and include, to the extent set forth or disclosed in the case consolidated balance sheet of MGI as of September 30, 1997 (the "Last Balance Sheet") or as set forth on Schedule 3.06, (i) at September 30, 1997, neither MGI nor any unaudited interim financial statementsSubsidiary had any material liabilities, reasonable accruals for normal year-end adjustments). No subsidiaries absolute, accrued or contingent, required by GAAP to be reflected on a balance sheet of MGI or the Company notes thereto, and (ii) since September 30, 1997, MGI has not incurred any liabilities (absolute, accrued or contingent) which are required by GAAP, to file periodic reports with be reflected on a balance sheet of MGI and which individually or in the SEC under aggregate, would have a MGI Material Adverse Effect, except liabilities incurred in the Exchange Actordinary course of business.

SEC Reports. (a) Since Except as disclosed in Schedule 3.6 hereof, as of the date of this Agreement, the Company became subject has timely filed the SEC Reports required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange ActAct of 1934, the Company has filed all required forms, reports and documents with the Securities and Exchange Commission as amended (the "SECExchange Act") required ). The Company has made available to be filed by it pursuant to the federal securities laws ACS true and complete copies of the SEC rules Reports, except for exhibits, schedules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have complied as incorporated documents. As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities Exchange Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules promulgated thereunder. None and regulations of the Company SEC Documents promulgated thereunder applicable to the SEC Reports, and none of the SEC Reports, 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 light of the circumstances under which they were made, not misleading. (b) . None of the statements made in any such SEC Reports which is required to be updated or amended under applicable law has not been so updated or amended. The consolidated financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports have been prepared in all material respects accordance with applicable U.S. generally accepted accounting requirements principles, consistently applied, and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such consolidated financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they do not include footnotes or are condensed or summary statements) and fairly present accurately and completely in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end audit adjustments). No subsidiaries Except as set forth in a manner clearly evident to a sophisticated institutional investor in the consolidated financial statements or the notes thereto of the Company are included in the SEC Reports, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice and not required under generally accepted accounting principles to file periodic reports be reflected in such financial statements. To the extent required by the rules of the SEC applicable thereto, the SEC Reports contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). None of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation would have a Material Adverse Effect. No event, occurrence or condition exists which, with the SEC under lapse of time, the Exchange Actgiving of notice, or both, would become a default by the Company or its subsidiaries thereunder which would have a Material Adverse Effect. The Company has not provided to ACS any material non-public information or any other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements Except as set forth in Section 3.11 of the Exchange ActCamber Disclosure Schedule, the Company Camber has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, reports statements, certifications, proxy statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the United States Securities and Exchange Commission (the "SEC"“SEC”)since January 1, 2018 SEC (the “Camber SEC Reports”) required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectivelysince January 1, the "COMPANY SEC DOCUMENTS"), all of which have complied as 2021. As of their respective filing dates dates, subject to amendments thereto which have been made to date, the Camber SEC Reports complied in all material respects with all applicable the requirements of the Securities Act of 1933 1933, as amended (the "SECURITIES ACT") “Securities Act”), the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules promulgated thereunder. None and regulations of the Company SEC Documents promulgated thereunder applicable to the Camber SEC Reports, and none of the Camber SEC Reports when filed and at the time filed their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. , except that information filed or furnished as of a later date (bbut before the date of this Agreement) The financial statements shall be deemed to modify information as of an earlier date. As of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q to any of the SEC) applied Camber SEC Reports except for comments on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports ▇▇▇▇▇▇’s preliminary proxy statement filed with the SEC under on November 18, 2020, and, to the Exchange Actknowledge of Camber, none of the Camber SEC Reports is the subject of any outstanding SEC investigation.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange ActJanuary 1, 2015, the Company has filed or furnished (as applicable) all required forms, reports reports, schedules, statements and documents with the Securities and Exchange Commission (the "SEC") SEC that have been required to be so filed or furnished (as applicable) by it pursuant under Applicable Law at or prior to the federal securities laws time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC rules after January 1, 2015 and regulations thereunder (collectivelyat or prior to the Effective Time that are not required to be so filed or furnished, the "COMPANY “Company SEC DOCUMENTS"Reports”). (b) Each Company SEC Report complied, or will comply, as the case may be, as of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseded filing), all of which have complied as of their respective filing dates to form in all material respects with all the applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and or the Exchange Act, as the case may be, and the rules promulgated thereunder. None with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such Company SEC Documents at Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the time filed contained date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not, or will not, as the case may be, 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 made therein, in the light of the circumstances under which they were made, not misleading. (bd) The financial statements As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Reports or any registration statement filed by the Company with the SEC and (ii) no Company SEC Report nor any registration statement filed by the Company with the SEC is, to the Knowledge of the Company, the subject of ongoing SEC review. (e) No Subsidiary of the Company included in is subject to the Company SEC Documents (including the notes theretoreporting requirements of Section 13(a) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations or Section 15(d) of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act. (f) Since January 1, 2015, no executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports, and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, 2015, neither the Company nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company ARMEAU has filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it with the SEC pursuant to the federal securities laws and Exchange Act (the “SEC rules and regulations thereunder Reports”). (collectively, the "COMPANY SEC DOCUMENTS"), all of which have complied as b) As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities Exchange Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder. None , and none of the Company SEC Documents at the time filed Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . All material Contracts to which ARMEAU is a party or to which the property or assets of ARMEAU are subject have been filed as exhibits to or incorporated by reference in the SEC Reports and to the extent required under the Exchange Act, as applicable. The financial statements of the Company ARMEAU included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) , or, in the case of unaudited statements as permitted by Form 10-Q), and fairly present in all material respects (subject in the consolidated case of unaudited statements, to normal, recurring audit adjustments) the financial position of the Company and its consolidated subsidiaries ARMEAU as of at the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (and include, ended. The disclosure set forth in the case SEC Reports regarding ARMEAU’s business is current and complete and accurately reflects operations of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries ARMEAU as it exists as of the Company are required to file periodic reports with the SEC under the Exchange Actdate hereof.

SEC Reports. (a) Since April 29, 2015 (the date the Company became subject to the reporting requirements of the Exchange Act“Reference Date”), the Company has filed or furnished (as applicable) all required forms, reports reports, schedules, statements and documents with the Securities SEC that have been required to be so filed or furnished (as applicable) by it under Applicable Law at or prior to the time so required, including any amendments or supplements thereto, and, after the date of this Agreement and Exchange Commission (until the "SEC") Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it pursuant under Applicable Law at or prior to the federal securities laws time so required, including any amendments or supplements thereto (all such forms, reports, schedules, statements and documents, as amended or supplemented, filed or furnished since the Reference Date, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC rules and regulations thereunder (collectivelyat or prior to the Effective Time that are not required to be so filed or furnished, the "COMPANY “SEC DOCUMENTS"Reports”). (b) Each SEC Report filed prior to the date hereof (or if amended prior to the date hereof, all of which have complied as of their respective the date of the last such amendment) complied, or, in the case of SEC Reports filed after date hereof and prior to the Effective Time, will comply, as the case may be, as of its filing dates in all material respects date, as to form with all the applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and Act, the Exchange Act, or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder. None , each as in effect on the filing date (or if amended prior to the date hereof, as of the Company date of the last such amendment), in all material respects. True, correct and complete copies of all SEC Documents Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or in the case of a registration statement under the Securities Act, at the time it was declared effective), each SEC Report (or if amended prior to the date hereof, as of the date of the last such amendment) did not, and will not, in the case of any SEC Report filed contained after the date hereof and prior to the Effective Time, 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 made therein, in the light of the circumstances under which they were made, not misleading. (bc) The Since the Reference Date, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein), except in each case for such comments, questions, notices, investigations or reviews which have been fully resolved. (d) None of the Company’s Subsidiaries is (or since the Reference Date has been) required to file any forms, reports, schedules, statements or other documents with the SEC. (e) Since the Reference Date, no executive officer of the Company included has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, Table of Contents except as disclosed in certifications filed with the Company SEC Documents (including the notes thereto) Reports, and at the time filed of filing or submission of each such certification, such certification was true and accurate and complied as to with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since the Reference Date, neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (f) The Company is in compliance in all material respects with the applicable accounting requirements listing and the published corporate governance rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange ActNasdaq.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required forms, reports and other documents with the Securities and Exchange Commission (the "SEC") SEC required to be filed or furnished by it pursuant to the federal securities laws and Company since December 31, 2003 (such documents, together with any reports filed during such period by the Company with the SEC rules and regulations thereunder (collectivelyon a voluntary basis on Form 8-K, the "COMPANY “Company SEC DOCUMENTS"Reports”), all of which have complied as . As of their respective filing dates dates, the Company SEC Reports (i) complied in all material respects with all with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, Act and the rules promulgated thereunder. None of the Company SEC Documents at the time filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The . Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents (including the notes thereto) Reports complied at the time it was filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, were was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end adjustments). As the date of this Agreement, there are no outstanding comment letters or requests for information from the SEC with respect to any Company SEC Report. No subsidiaries of the Company are Subsidiary is required to file periodic reports any form, report or other document with the SEC. (b) The Company has timely filed or furnished all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to any Company SEC Report. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are designed to ensure and are effective to provide reasonable assurance that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. (c) The Company has disclosed, based on prior evaluations of such disclosure controls and procedures prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, known to the Company that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date hereof, the Company’s management has not notified the Company’s auditors and audit committee since the latest Report on Form 10-K of any significant deficiency, material weakness or fraud. (d) The Company has accounted for its stock options in accordance with GAAP for the fiscal years ended December 31, 2004, 2005 and 2006. The Company does not have any program or practice in place to (i) time stock option grants to employees or directors with the release of material non-public information in a manner intended to improperly favor employees or directors or (ii) set the exercise prices in coordination with such release in a manner intended to improperly favor employees or directors.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company Parent has filed all required forms, reports reports, schedules, statements and other documents with the Securities (including exhibits and Exchange Commission (the "SEC"all other information incorporated therein) required to be filed by it pursuant to the federal securities laws and with the SEC rules and regulations thereunder (collectively, the "COMPANY “Parent SEC DOCUMENTS"Reports”). As of the respective dates they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing), all of which have (1) each Parent SEC Report complied as of their respective filing dates in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and or the Exchange Act, as the case may be, and the rules promulgated thereunder. None (2) none of the Company Parent SEC Documents at the time filed 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. (b) The Each of the consolidated financial statements of the Company included (including, in the Company SEC Documents (including the each case, any notes thereto) at contained in the time filed Parent SEC Reports (the “Parent Financial Statements”) (x) complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were and (y) was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated (exceptexcept as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present each presents fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated position, results of their operations and cash flows of Parent and the its Subsidiaries as at the respective dates thereof and for the respective periods then ended indicated therein, except as otherwise noted therein (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal and recurring year-end adjustmentsadjustments which would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect). No subsidiaries of . (c) Since December 11, 2018 there has not been any event, change or condition that, individually or in the Company are required aggregate, has had or would be reasonably expected to file periodic reports with the SEC under the Exchange Acthave a Parent Material Adverse Effect.

SEC Reports. (a) Since the date The Common Stock of the Company became subject is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act, the Company has including material filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to Section 13(a) or 15(d) of the federal securities laws Exchange Act and the SEC rules and regulations thereunder filings incorporated therein, since January 1, 2001 (collectivelytogether with other documents that revise or supersede earlier filed documents, the "COMPANY SEC DOCUMENTSReports"), all . The Company has delivered or made available to the Investors true and complete copies of which have complied as the SEC Reports. As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such SEC Reports. None of the Company SEC Documents Reports, at the time filed of their respective filings, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed Reports complied as to form of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10Regulation S-Q of X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end audit adjustments). No subsidiaries As of the date hereof, the Company are has, on a timely basis, made all filings required to file periodic reports be made by the Company with the SEC under and the Exchange ActCompany is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any person other than the Company.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required reports, schedules, forms, reports statements and other documents required to be filed by it under the Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since November 14, 2007, including pursuant to Section 13(a), 13(c) or 15(d) thereof (the foregoing materials from and after November 14, 2007, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "SEC"“Commission”) required to be promulgated thereunder, as applicable, and none of the SEC Reports, as of the date of filing, in the case of SEC Reports filed by it pursuant to the federal securities laws Exchange Act (and to the extent such SEC rules and regulations thereunder (collectivelyReport was amended, then as to the "COMPANY SEC DOCUMENTS"date of filing of such amendment), all of which have complied and as of their respective filing dates the date of effectiveness in all material respects with all applicable requirements the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the Securities Act date of 1933 (the "SECURITIES ACT") and the Exchange Acteffectiveness of such amendment), and the rules promulgated thereunder. None of the Company SEC Documents 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. (b) The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed complied in all required material respects with requirements to file all reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it the Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the federal securities laws two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC rules Reports”) on a timely basis or has received a valid extension of such time of filing and regulations thereunder (collectively, has filed any such SEC Reports prior to the "COMPANY SEC DOCUMENTS"), all expiration of which have complied as any such extension. As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, as applicable, and the rules promulgated thereunder. None none of the Company SEC Documents at the time filed Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were thereto as in effect at the time of filing or as such financial statements have been amended or corrected in a subsequent filing. Such financial statements have been prepared in accordance with generally accepted accounting principles International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (except“IFRS”), applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by IFRS, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includeto normal, in the case of any unaudited interim financial statementsimmaterial, reasonable accruals for normal year-end audit adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange ActOctober 10, the Company 1995, Central has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it pursuant to the federal securities laws and with the SEC rules and regulations thereunder (collectively, the "COMPANY Central SEC DOCUMENTSDocuments"), all of which have complied as . As of their respective filing dates dates, the Central SEC Documents complied in all material respects with all applicable the requirements of the Securities Act of 1933 1933, as amended (the "SECURITIES ACTSecurities Act") and ), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules promulgated thereunder. None and regulations of the Company SEC promulgated thereunder applicable to such Central SEC Documents, and none of the Central SEC Documents at the time when filed (as amended and restated and as supplemented by subsequently filed Central SEC Documents) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) , other than those, in the aggregate, which would not have a Central Material Adverse Effect. The financial statements of the Company Central included in the Company Central SEC Documents (including the notes thereto) at the time filed complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Central and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal recurring year-end audit adjustments), except when such failure, in the aggregate, would not have a Central Material Adverse Effect. No subsidiaries True, correct and complete copies of the Company Central's most recent Form 10-K, Form 10-Q and Proxy Statement are required to file periodic reports with the SEC under the Exchange Actset forth on Schedule 4.8.

SEC Reports. (a) Since Except with respect to certain matters addressed in the date letter received from the Company became subject to the reporting requirements staff of the Exchange ActDivision of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all required material forms, reports reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the Securities and SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Commission Act. As of their respective effective dates (in the "SEC") required to be case of SEC Reports that are registration statements filed by it pursuant to the federal securities laws requirements of the Securities Act) and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have complied as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with all the applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules promulgated thereunder. None of the Company SEC Documents at the time filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (except“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the case of unaudited statements, as permitted by Form 10-Q transactions and dispositions of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position assets of the Company Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and its consolidated subsidiaries as of the dates thereof that receipts and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries expenditures of the Company are required to file periodic reports being made only in accordance with authorizations of management and directors of the SEC Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the federal securities laws two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, and the Registration Statements on Form S-1 filed by the Company under the Securities Act being collectively referred to herein as the “SEC rules Reports”) on a timely basis or has received a valid extension of such time of filing and regulations thereunder has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (collectivelyincluding, for this purpose only, any failure to qualify to register the "COMPANY SEC DOCUMENTS"Shares and the Warrant Shares for resale on Form S-1 or which would prevent any Purchaser from using Rule 144 to resell any Securities), all of which have complied as . As of their respective filing dates dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, Act and the rules and regulations of the Commission promulgated thereunder. None , and none of the Company SEC Documents at the time filed Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b. The Company has never been an issuer subject to Rule 144(i) The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Securities Act.

SEC Reports. The Parent has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Act and the Securities Exchange Act of 1934, as amended (athe “Exchange Act”) Since since January 1, 2007, including pursuant to Section 13(a), 13(c) or 15(d) thereof (the foregoing materials from and after April 13, 2007, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the date of filing, in the Company became subject case of SEC Reports filed pursuant to the reporting Exchange Act (and to the extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, Act and the Company has filed all required forms, reports rules and documents with regulations of the Securities and Exchange Commission (the "SEC"“Commission”) required to be promulgated thereunder, as applicable, and none of the SEC Reports, as of the date of filing, in the case of SEC Reports filed by it pursuant to the federal securities laws Exchange Act (and to the extent such SEC rules and regulations thereunder (collectivelyReport was amended, then as to the "COMPANY SEC DOCUMENTS"date of filing of such amendment), all of which have complied and as of their respective filing dates the date of effectiveness in all material respects with all applicable requirements the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the Securities Act date of 1933 (the "SECURITIES ACT") and the Exchange Acteffectiveness of such amendment), and the rules promulgated thereunder. None of the Company SEC Documents 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. (b) The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it under the 1934 Act, including pursuant to Section 13(a) or 15(d) thereof, for the federal securities laws twelve months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (the foregoing materials being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all expiration of which have complied as any such extension. As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities 1934 Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder. None , and none of the Company SEC Documents at the time Reports, when filed and/or subsequently amended or restated, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) . The Registration Statement and any prospectus included therein, including the Prospectus and the Prospectus Supplement, complied in all material respects with the requirements of the 1933 Act and the 1934 Act and the rules and regulations of the SEC promulgated thereunder, and none of such Registration Statement or any such prospectus, including the Prospectus, contain or 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 case of any prospectus in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were thereto as in effect at the time of filing or as subsequently amended or restated. Such financial statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto) , and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includeended, subject, in the case of any unaudited interim financial statements, reasonable accruals for normal to normal, immaterial, year-end audit adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange ActJanuary 1, 2005, the Company Purchaser has filed all required reports, schedules, forms, reports statements and other documents with the Securities SEC (such documents filed since January 1, 2005, together with all exhibits and Exchange Commission (schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "SEC") required to be filed by it pursuant to the federal securities laws and the “Purchaser SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"Documents”), all of which have complied as . As of their respective filing dates dates, the Purchaser SEC Documents complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and or the Exchange Act, as the case may be, and the rules promulgated thereunder. None and regulations of the Company SEC promulgated thereunder applicable to the Purchaser SEC Documents, and none of the Purchaser SEC Documents 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 light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company Purchaser included in the Company Purchaser SEC Documents (including the notes thereto) at the time filed Documents, as of their respective dates, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Purchaser as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end adjustmentsaudit adjustments and other adjustments described therein that are not expected by Purchaser to be material individually or in the aggregate). No subsidiaries material adverse change in the business, assets, operations or financial condition of the Company are required to file periodic reports with Purchaser has occurred since the end of the period covered by the most recently filed the Purchaser SEC under the Exchange ActDocument.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company has filed all required formsAll registration statements, reports and documents definitive proxy statements required to be filed by Buyer with the Securities and Exchange Commission (the "SEC") required to be between January 1, 2002 and the date hereof (the "Buyer SEC Documents") have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by it pursuant a filing prior to the federal securities laws and date of this Agreement, then on the date of such filing): (i) each of the Buyer SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have Documents complied as of their respective filing dates in all material respects with all the applicable requirements of the Securities Act of 1933 1933, as amended, or the Securities Exchange Act of 1934, as amended (the "SECURITIES ACT") and the Exchange Act"), as the case may be, and the rules promulgated thereunder. None and regulations of the Company SEC thereunder applicable thereto and (ii) none of the Buyer SEC Documents 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. (b) The financial statements As of the Company included in the Company SEC Documents (including the notes thereto) at the time filed with the SEC, the financial statements (including any related notes) contained in the Buyer SEC Documents: (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (exceptexcept as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or the regulations promulgated under the Exchange Act by the SEC) applied on a consistent basis during the periods involved and (except as may be indicated in the notes theretoiii) and fairly present presented, in all material respects respects, the consolidated financial position of Buyer and its consolidated subsidiaries, as of the Company respective dates thereof and the results of operations of Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Actcovered thereby.

SEC Reports. The Company has furnished to the Buyer a true and complete copy of each statement, report, registration statement (atogether with the prospectus in the form filed pursuant to Rule 424(b) Since of the date Securities Act of 1933, as amended (the "SECURITIES ACT"), if any), definitive proxy statement and other filings filed with the SEC by the Company became subject on or after January 1, 2002 and, prior to the reporting requirements of the Exchange ActClosing Date, the Company has will have furnished the Buyer with true and complete copies of any additional documents filed all required forms, reports and documents with the Securities and Exchange Commission (SEC by the "SEC") required to be filed by it pursuant Company prior to the federal securities laws and the SEC rules and regulations thereunder Closing Date (collectively, the "COMPANY SEC DOCUMENTS"), all of which to the extent the Company SEC Documents are not available on ▇▇▇▇▇. In addition, the Company has made available to the Buyer all exhibits to the Company SEC Documents filed prior to the date hereof, and will promptly make available to the Buyer all exhibits to any additional Company SEC Documents filed prior to the Closing Date. All documents required to be filed as exhibits to the Company SEC Documents have complied as been so filed. As of their respective filing dates dates, or, with respect to registration statements as of their effective dates, the Company SEC Documents complied in all material respects with all the applicable requirements of the Securities Exchange Act of 1933 1934, as amended (the "SECURITIES EXCHANGE ACT") ), and the Exchange Securities Act, and the rules promulgated thereunder. None none of the Company SEC Documents 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 made therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of , except to the Company included in the extent corrected, modified or superseded by a subsequently filed Company SEC Documents (including Document. There is no requirement under the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except to the extent such filing has been amended, modified or superseded by a subsequently filed Company SEC Document.

SEC Reports. (a) Since the date Except as set forth on Section 3.6 of the Company became subject to the reporting requirements of the Exchange ActDisclosure Schedule, the Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it with the SEC at any time during the period beginning January 1, 2006 (collectively, “SEC Reports”). As of its filing date or, in the case of SEC Reports that are registration statements filed pursuant to the federal securities laws and requirements of the Securities Act, its effective date, each SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have Report complied as of their respective filing dates to form in all material respects with all the applicable requirements of the Securities Act, the Exchange Act of 1933 (the "SECURITIES ACT") and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the applicable rules and regulations promulgated thereunder, as the case may be, each as in effect on the date such SEC Report was filed. None As of its filing date (or, if amended or superseded by a filing prior to the Company date of this Agreement, on the date of such amended or superseded filing), each SEC Documents at Report filed pursuant to the time filed contained Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements . Each SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. The Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as has made available to form in Buyer all material respects correspondence with applicable accounting requirements the SEC since January 1, 2007 and the published rules and regulations of there are no outstanding or unresolved comments received from the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange ActReports.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company Mitek has filed all required reports, schedules, forms, reports certifications, statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and Mitek with the SEC rules and regulations thereunder (collectivelythe “Mitek SEC Documents”). All Mitek SEC Documents are available from the SEC on the E▇▇▇▇ System or in the Mitek Data Room. (b) As of its respective date, the "COMPANY each Mitek SEC DOCUMENTS"), all of which have Document complied as of their respective filing dates in all material respects with all applicable the requirements of the Exchange Act or the Securities Act of 1933 (Act, as the "SECURITIES ACT") and the Exchange Actcase may be, and the rules promulgated thereunder. None and regulations of the Company SEC Documents at the time filed contained promulgated thereunder applicable to such Mitek SEC Document, and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . Except to the extent that information contained in any Mitek SEC Document has been revised or superseded by a later filed Mitek SEC Document, none of the Mitek SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Mitek included in the Company Mitek SEC Documents (including the notes thereto) at the time filed complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Mitek as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended shown (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end audit adjustments). No subsidiaries The principal executive officer of Mitek and the principal financial officer of Mitek have made all certifications required by Sections 302 and 906 of the Company are required to file periodic reports with S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of the SEC under promulgated thereunder (the Exchange “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Mitek SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As used in this Section 5.26, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange ActExcept as set forth in Schedule 3.10 hereto, the Company Seller has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SECCommission") all reports, registration statements, definitive proxy statements and other documents, including any amendments thereto and supplements thereof, required to be filed by it pursuant to with the federal securities laws and the SEC rules and regulations thereunder Commission (collectively, the "COMPANY SEC DOCUMENTSReports")) since the effectiveness of the registration statement relating to its initial public offering in October 1992, all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933 1933, as amended (the "SECURITIES ACTSecurities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Exchange Act, rules and the rules regulations promulgated thereunder. None Except as disclosed in Schedule 3.10 hereto, as of their respective dates of filing in final or definitive form (or, if amended or superseded by a subsequent filing, then on the date of such subsequent filing), none of the Company SEC Documents at Reports of the time filed Seller, including, without limitation, any financial statements or schedules included 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 light of the circumstances under in which they were made, not misleading. (b) The financial statements . Each of the Company balance sheets (including the related notes) included in the Company SEC Documents Reports of the Seller fairly presents the consolidated financial position of the Seller as of the respective dates thereof, and the other related financial statements (including the notes theretorelated notes) at included therein fairly presented the time filed complied as to form consolidated results of operations and changes in all material respects with applicable accounting requirements and the published rules and regulations financial position of the SEC with respect theretoSeller for the respective periods indicated, were prepared in accordance with generally accepted accounting principles (except, in the case of interim financial statements, for year-end audit adjustments, consisting only of normal recurring accruals. Each of the financial statements (including the related notes) included in the SEC Reports of the Seller has been prepared in accordance with United States generally accepted accounting principles, except as otherwise noted therein or, in the case of the unaudited financial statements, as permitted by Form 10-Q the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange ActCommission.

SEC Reports. (a) Since CBPO has timely filed or furnished, as the date the Company became subject to the reporting requirements of the Exchange Actcase may be, the Company has filed all required formsregistration statements, reports proxy statements, reports, forms and other documents with the Securities and Exchange Commission (the "SEC") required to be filed or furnished by it with the with the SEC (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein are referred to as the “CBPO SEC Reports”) since January 1, 2012. As of their respective effective dates (in the case of the CBPO SEC Reports that are registration statements filed pursuant to the federal securities laws requirements of the Securities Act) and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have complied as of their respective filing dates (in the case of all other CBPO SEC Reports), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, (i) each CBPO SEC Report complied in all material respects with all the applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and or the Exchange Act, and the rules promulgated thereunder. None (ii) none of the Company such CBPO SEC Documents at the time filed 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 such statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The CBPO has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to CBPO, including its Subsidiaries, is made known to CBPO’s principal executive officer and principal financial statements of officer by others within those entities, particularly during the Company periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the CBPO principal executive officer and principal financial officer to material information required to be included in CBPO’s periodic and current reports required under the Company SEC Documents (including Exchange Act. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the notes thereto) at meanings given to such terms in the time filed complied as to form S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. CBPO is in compliance in all material respects with the provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 that are applicable accounting requirements to CBPO. (c) Since January 1, 2012, CBPO has been and is in compliance in all material respects with the published applicable listing and corporate governance rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange ActNASDAQ.

SEC Reports. (a) Since The Parent has filed with the date the Company became subject to the reporting requirements of SEC all forms, reports, schedules and other documents under the Exchange Act, the Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") Act required to be filed by it pursuant with the SEC for the 12 months preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein being collectively referred to herein as the “SEC Reports”), and will file all such forms, reports, schedules and other documents required to be filed subsequent to the federal securities laws and date of this Agreement through the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have complied as Closing. As of their respective filing dates dates, the SEC Reports (i) were prepared in accordance, in all material respects respects, with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, as in effect on the date so filed, and the rules promulgated thereunder. None of the Company SEC Documents (ii) did not, at the time they were filed contained (or, if amended, as of the date of such amendment), contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, that the Parent makes no representation or warranty whatsoever concerning any SEC Report as of any time other than the date or period with respect to which it was filed. The certifications and statements required by (x) Rule 13a-14 under the Exchange Act and (y) 18 U.S.C. § 1350 relating to the SEC Reports are accurate and complete and comply as to form and content with all applicable Law in all material respects. (b) The Each of the consolidated financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of or incorporated by reference into the SEC with respect thereto, were Reports was prepared in accordance with generally accepted accounting principles (excepti) GAAP, applied on a consistent basis throughout the periods indicated, and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of the unaudited financial statements, as to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes (to the extent permitted by Form 10Regulation S-Q of the SEC) applied on a consistent basis during the periods involved (except X or Regulation S-K, as may be indicated in the notes thereto) and applicable). Each such financial statement fairly present presents, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated position, results of their operations and cash flows of the Parent as of the respective dates thereof and for the respective periods then ended (and includeindicated therein, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Actexcept as otherwise noted therein.

SEC Reports. (a) Since the date the Company became subject REFAC has filed, pursuant to the reporting requirements Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the Company has filed case may be, all required material forms, statements, reports and documents with the Securities (including all exhibits, amendments and Exchange Commission supplements thereto) (the "SECSEC Documents") required to be filed by it pursuant with respect to the federal securities laws business and operations of REFAC under each of the Securities Act and the SEC Exchange Act, and the respective rules and regulations thereunder (collectivelythereunder, the "COMPANY SEC DOCUMENTS"), and all of which have the SEC Documents complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and or the Exchange Act, as the case may be, and the appropriate act and the rules promulgated thereunderand regulations thereunder in effect on the date each such report was filed. None At the respective dates they were filed, none of the Company SEC Documents at the time filed 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 light of the circumstances under which they were made, not misleading. (b) . The consolidated financial statements of the Company REFAC included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in GAAP consistently applied throughout the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods period involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position position, results of the Company operations and its consolidated subsidiaries cash flows of REFAC as of the dates thereof and the consolidated results of their operations and cash flows or for the periods then ended (and includeindicated therein, subject, in the case of any the unaudited interim financial statements, reasonable accruals for to normal year-end adjustments). No subsidiaries adjustments and the absence of the Company are required to file periodic reports with the SEC under the Exchange Actcertain footnote disclosures.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company The Borrower has filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it the Borrower under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and the U.S. Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof (the federal securities laws foregoing materials filed prior to the date hereof, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC rules Reports”) on a timely basis or has qualified for a valid extension of such time of filing and regulations thereunder (collectively, has filed any such SEC Reports prior to the "COMPANY SEC DOCUMENTS"), all expiration of which have complied as any such extension. As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, as applicable, and the rules promulgated thereunder. None none of the Company SEC Documents at the time filed Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . The Borrower is not currently, and has never been, an issuer subject to paragraph (bi) of Rule 144. The financial statements of the Company Borrower included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, International Financial Reporting Standards as permitted issued by Form 10-Q of the SEC) International Accounting Standards Board applied on a consistent basis during the periods involved (“IFRS”), except as may be indicated otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by IFRS, and fairly present in all material respects the consolidated financial position of the Company Borrower and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includeended, subject, in the case of any unaudited interim financial statements, reasonable accruals for normal to normal, immaterial, year-end audit adjustments). No subsidiaries The Borrower is not aware of any reason why it will not be able to timely file its Annual Report on Form 20-F for the Company are required to file periodic reports with the SEC under the Exchange Actfiscal year ended December 31, 2023.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange ActJanuary 1, the Company 1995, Parent has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") SEC required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS")thereunder, all of which have complied as of their respective filing dates dates, or in the case of registration statements, their respective effective dates, in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, Act and the rules and regulations promulgated thereunderthereunder (collectively, the "Parent SEC Reports"). None of the Company such Parent SEC Documents Reports, including, without limitation, any exhibits, financial statements or schedules included therein, at the time filed, or in the case of registration statements, their respective effective dates (after giving effect to any amendments filed before the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial consolidated balance sheets and related consolidated statements of income, stockholders' equity and cash flows (including the Company related notes and schedules thereto) of Parent included in the Company Parent SEC Documents (including the notes thereto) Reports complied as to form, at the time filed complied as to form filed, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto at the time filed, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved and include all adjustments consisting of normal recurring accruals necessary (except as may be indicated in the notes theretocase of unaudited interim financial statements) are in accordance with the books and fairly present records of such Company, which books and records are complete and accurate in all material respects and present fairly the consolidated financial position of the Company and its consolidated subsidiaries Parent as of the dates thereof their respective dates, and the consolidated results of their operations income and cash flows for the periods then ended (and includepresented therein, all in the case of any unaudited interim financial statementsconformity with GAAP applied on a consistent basis, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC except as otherwise noted therein or as permitted under the Exchange Act.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has timely filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and with the SEC rules and regulations thereunder since January 1, 2004 (collectively, the "COMPANY “Company SEC DOCUMENTS"Reports”), all of which have which, at the time of filing thereof (except as and to the extent such Company SEC Report has been modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement) complied as of their respective filing dates in all material respects with all applicable requirements of the Exchange Act, the Securities Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933 2002 (the "SECURITIES ACT"“SOX”) and the Exchange Actrules and regulations promulgated thereunder (the “Securities Laws”) applicable to such Company SEC Reports. As of their respective dates (except as and to the extent modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, and in the rules promulgated thereunder. None case of Company SEC Reports filed prior to the date hereof, or prior to the Effective Time, in the case of subsequently-filed Company SEC Reports), none of the Company SEC Documents Reports at the time of filing contained, nor will any report, schedule, form, statement or other document filed contained by the Company after the date hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted omitted, or will omit, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The . Each of the consolidated financial statements of the Company included or incorporated by reference in the Company SEC Documents (including Reports complied, or will comply if filed after the notes thereto) at the time filed complied as to form date hereof, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been, or will be if filed after the date hereof, prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q the applicable rules and regulations of the SECSEC and subject to normal year end audit adjustments which would not be material in amount or effect) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, or will fairly present if filed after the date hereof, in all material respects accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the assets, liabilities and the consolidated financial position of the Company and its consolidated subsidiaries the Company Subsidiaries taken as a whole, as of the dates thereof and the consolidated results of their operations operations, stockholders’ equity and cash flows for the periods then ended (and includeexcept, in the case of any unaudited interim financial statements, reasonable accruals for normal yearas permitted by Form 10-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC Q under the Exchange Act, which are subject to normal, recurring adjustments, none of which are material). As of the date hereof, no Company Subsidiary (including the Operating Partnership) is subject to the periodic reporting requirements of the Exchange Act. (b) There are no liabilities of the Company or any of the Company Subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute or determined other than (i) liabilities disclosed in or reserved against or provided for on the face of the audited balance sheet (or disclosed in the notes thereto) in the most recent consolidated financial statements of the Company included in the Company SEC Reports filed prior to the date hereof (the “Balance Sheet”), (ii) liabilities incurred on behalf of the Company or any Company Subsidiary in connection with the transactions contemplated by this Agreement and (iii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet and as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. (c) The management of the Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including the consolidated Company Subsidiaries, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of the Company’s Subsidiaries’ internal controls over financial reporting. (d) The Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX when next due.

SEC Reports. The Company has timely filed or furnished, as applicable, with the SEC (a) Since the date the Company became subject to the reporting requirements including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all registration statements, the Company has filed all required forms, reports reports, statements, certifications and other documents with the Securities (including all exhibits and Exchange Commission (the "SEC"other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by it pursuant to the federal securities laws and with the SEC rules and regulations thereunder since December 31, 2013 (collectively, the "COMPANY “Company SEC DOCUMENTS"Reports”), all of which have complied as . As of their respective filing effective dates (in all material respects with all applicable the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act of 1933 (the "SECURITIES ACT"“Securities Act”)) and as of their respective filing dates (in the Exchange Actcase of all other applicable Company SEC Reports), and or, if amended or superseded by a subsequent filing made prior to the rules promulgated thereunder. None date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, each of the Company SEC Documents at Reports (a) complied in all material respects with the time filed requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations promulgated thereunder, as the case may be, applicable to such Company SEC Reports and (b) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and other applicable Law, each as in effect on the date so filed. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such amendment or superseding filing with respect to the disclosures that are amended), none of the Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading. (b) The financial statements . There are no outstanding or unresolved comments in comment letters received from the SEC or its staff and, to the Knowledge of the Company, none of the Company included SEC Reports is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Company since December 31, 2013 that is not set forth in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of Reports or included on the SEC) applied on a consistent basis during ’s ▇▇▇▇▇ website or that has not otherwise been disclosed to Parent prior to the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position date hereof. No Subsidiary of the Company and its consolidated subsidiaries as is subject to the periodic reporting requirements of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are Exchange Act or is otherwise required to file any periodic reports forms, reports, schedules, statements or other documents with the SEC under the Exchange ActSEC.

SEC Reports. (a) Since the date the Company The Issuer became subject a public company on February 16, 1995 pursuant to the a registration statement on Form S-1 and simultaneously became a reporting requirements of company under the Exchange Act, the Company and since such date Issuer has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") all SEC Reports required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have complied as of their respective filing dates in all material respects with all applicable requirements under each of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the respective rules promulgated thereunder. None and regulations thereunder and except as set forth in Section 3.12 of the Company Disclosure Schedule, no SEC Documents at Report has been filed late with the time filed Commission. The Issuer has furnished or made available or will make available to Purchaser true and correct copies of all SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the applicable rules and regulations of the Commission thereunder, as the case may be, and 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 light of the circumstances under in which they were made, not misleading. (b) . The financial statements of the Company included in the Company SEC Documents (Purchaser, including the notes thereto) at , included in the time filed complied SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a basis consistent throughout the periods indicated and consistent with each other (exceptexcept as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretoCommission rules) and present fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of Issuer at the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (and includesubject, in the case of any unaudited interim statements, to normal, recurring audit adjustments which will not be material in amount or significance). There has been no change in the Issuer's accounting policies except as described in the notes to such financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company Parent has filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it Parent under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the federal securities laws two years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”), and the SEC rules Reports were filed on a timely basis or received a valid extension of such time of filing and regulations thereunder (collectively, were filed prior to the "COMPANY SEC DOCUMENTS"), all expiration of which have complied as any such extension. As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, as applicable, and the rules promulgated thereunder. None none of the Company SEC Documents at the time filed Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b. Parent has never been characterized as an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company Parent included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (exceptGAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Parent and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includeto normal, in the case of any unaudited interim financial statementsimmaterial, reasonable accruals for normal year-end audit adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. (a) Since From and after [ ], whether or not required by the date the Company became subject to the reporting requirements of the Exchange Act, the Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules promulgated thereunder. None of the Company SEC Documents 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 light of the circumstances under which they were made, not misleading. (b) The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission, so long as any Notes are outstanding, the Company will furnish to the Trustee (who will furnish to the Holders of Notes upon request) (i) all quarterly and annual financial information that would be required to be contained in a filing with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form Commission on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) financial condition and fairly present in all material respects the consolidated financial position results of operations of the Company and its consolidated subsidiaries as Subsidiaries (showing in reasonable detail, either on the face of the dates thereof financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the consolidated financial condition and results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file periodic such reports, in each case within the time periods specified in the Commission’s rules and regulations. In addition, from and after [ ], whether or not required by the rules and regulations of the Commission, the Company will file a copy of all such information and reports with the SEC Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) In addition, the Company agrees that, for so long as any Notes remain outstanding, if at any time (x) the Commission does not accept the filings provided for in Section 4.08(a) above or (y) the filings provided for in Section 4.08(a) do not contain all of the information required to be delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act, it will furnish to the Trustee (who will furnish to the Holders of Notes upon request) and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company will also comply with the provisions of TIA Section 314(a). (c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Financial Statements. The Company has filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the federal securities laws two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC rules Reports”) on a timely basis or has received a valid extension of such time of filing and regulations thereunder (collectively, has filed any such SEC Reports prior to the "COMPANY SEC DOCUMENTS"), all expiration of which have complied as any such extension. As of their respective filing dates dates, the SEC Reports, unless stated therein to the contrary, complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, as applicable, and the rules promulgated thereunder. None none of the Company SEC Documents at the time filed Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includeended, subject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end audit adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the federal securities laws Exchange Act, for the one-year period preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC rules Reports”) on a timely basis or has received a valid extension of such time of filing and regulations thereunder has filed any such SEC Reports prior to the expiration of any such extension. Except to the extent of any subsequent correction filed prior to the date hereof (collectively, and a copy of which has been heretofore provided to the "COMPANY SEC DOCUMENTS"Purchasers), all of which have complied as of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, as applicable, and the rules and regulations of the Commission promulgated thereunder. None , and none of the Company SEC Documents at the time filed Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company included in the Company SEC Documents Reports, as subsequently amended and restated (including provided such amendments, if any, have been heretofore provided to the notes thereto) at the time filed Subscribers), complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includeended, subject, in the case of any unaudited interim financial statements, reasonable accruals for normal to normal, immaterial, year-end audit adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange ActAugust 1, the Company 2009, Purchaser has filed all required forms, reports and documents with the Securities and Exchange Commission (the "“SEC"”) all reports, schedules, forms, statements, amendments and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d), or the federal securities laws and the SEC rules and regulations thereunder Securities Act thereof (collectively, the "COMPANY “SEC DOCUMENTS"Reports”), all of which have complied as . As of their respective filing dates dates, or, if amended, as of the date of such amendment, the SEC Reports complied in all material respects with all applicable the requirements of the Exchange Act or the Securities Act of 1933 (Act, as the "SECURITIES ACT") and the Exchange Actcase may be, and the rules promulgated thereunder. None and regulations of the Company SEC Documents at promulgated thereunder applicable to such SEC Reports. As of their respective dates, or, if amended, as of the time filed contained date of such amendment, the SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The financial statements of (including the Company related notes) included in the Company SEC Documents (including the notes thereto) at the time filed complied Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing, were have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a basis consistent basis with the historical practices of Purchaser during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Purchaser and its consolidated subsidiaries as of the dates thereof and the their consolidated results of their operations and cash flows for the periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal and recurring year-end adjustmentsaudit adjustments and the absence of footnotes otherwise required under GAAP). No subsidiaries of the Company are required to file periodic reports with Purchaser does not have pending before the SEC any request for confidential treatment of information. Purchaser is not an issuer identified in Rule 144(i)(1) under the Exchange Securities Act.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange ActJanuary 1, 2002, the Company has filed all required forms, reports and documents in a timely manner with the Securities and Exchange Commission (the "“SEC"”) all reports (“SEC Reports”) required to be filed by it pursuant to under the federal securities laws and Securities Exchange Act of 1934, as amended (the “Exchange Act”). All of the SEC rules and regulations thereunder (collectively, Reports filed by the "COMPANY SEC DOCUMENTS"), all of which have complied as of their respective filing dates Company comply in all material respects with all applicable the requirements of the Exchange Act or the Securities Act of 1933 (Act, as the "SECURITIES ACT") and the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to the SEC Reports. None of the Company SEC Documents at Reports contains, as of the time filed contained respective dates thereof, any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading in light of the circumstances under which they were made, not misleading. (b) The . All financial statements of the Company included contained in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were Reports have been prepared in accordance with generally accepted accounting principles consistently applied throughout the period indicated (except, “GAAP”). Each balance sheet is in accordance with the case of unaudited statements, as permitted by Form 10-Q books and records of the SEC) applied on a consistent basis during Company and presents fairly in accordance with GAAP the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof date of such balance sheet, and each statement of operations, of stockholders’ equity and of cash flows is in accordance with the books and records of the Company and presents fairly in accordance with GAAP the results of operations, the stockholders’ equity and the consolidated results of their operations and cash flows of the Company for the periods then ended (and include, ended. Except as set forth in the case of any unaudited interim financial statementsstatements included in the SEC Reports, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required has no material liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to file periodic reports with October 1, 2002. (b) The Company has delivered to the Purchasers the following SEC under Reports: (i) the Exchange ActCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (without exhibits); (ii) the Company’s Proxy Statement for the 2002 Annual Meeting of Stockholders; (iii) the Company’s quarterly Report on Form 10-Q for the quarter ended March 31, 2002; (iv) the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002; (v) the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002; and (vi) the Company’s Current Report on Form 8-K, as filed January 30, 2003. (c) No event has occurred since January 1, 2002, requiring the filing of an SEC Report that has not heretofore been filed and furnished to the Purchasers (including, without limitation, any amendment to any such SEC Report).

SEC Reports. (a) Since Whether or not required by the date the Company became subject to the reporting requirements of the Exchange ActSEC, so long as any Securities are outstanding, the Company has filed will furnish to the Holders of Securities, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual financial information that would be required forms, reports and documents to be contained in a filing with the Securities SEC on Forms 10-Q and Exchange Commission 10-K if the Company were required to file such Forms, including a section on “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent public accountants; and (the "SEC"2) all current reports that would be required to be filed by it pursuant to the federal securities laws and with the SEC rules on Form 8-K if the Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and regulations thereunder (collectivelyannual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the "COMPANY SEC DOCUMENTS"), all of which have complied as of their respective filing dates in all material respects with all applicable requirements face of the Securities Act of 1933 (financial statements or in the "SECURITIES ACT") and the Exchange Actfootnotes thereto, and the rules promulgated thereunder. None in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company SEC Documents at the time filed contained any untrue statement financial condition and results of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position operations of the Company and its consolidated subsidiaries as Restricted Subsidiaries separate from the financial condition and results of operations of the dates thereof Unrestricted Subsidiaries of the Company. In addition, whether or not required by the SEC, the Company will file a copy of all of the information and reports referred to in clause (1) and (2) above with the consolidated results of their operations and cash flows SEC for public availability within the time periods then ended (and include, specified in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustmentsSEC’s rules and regulations (unless the SEC will not accept such a filing). No subsidiaries Each such filing will be deemed to satisfy the Company’s obligation to furnish the filed information or report to the Holders. In the event that any direct or indirect parent company of the Company becomes a guarantor of the Securities, the Company may satisfy its obligations in this covenant with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, the Company agrees that, for so long as any Securities remain outstanding and are “restricted securities” under Rule 144 under the Securities Act, if at any time it is not required to file periodic reports with the SEC the reports required by the preceding paragraphs of this Section 4.2, it will furnish to beneficial owners of Securities and to prospective investors, upon request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company NSC has timely filed all required reports, schedules, forms, reports statements and other documents with (including exhibits and all other information incorporated therein) under the Securities and Exchange Commission Act of 1933, as amended (the "SECSecurities Act") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder Securities Exchange Act of 1934, as amended (collectively, the "COMPANY SEC DOCUMENTSExchange Act"), all with the SEC between January 1, 1996 and the date of which this Agreement (as such reports, schedules, forms, statements and documents have complied as been amended since the time of their filing, collectively the "SEC Documents"). As of their respective filing dates dates, or if amended, as of the date of the last such amendment, the SEC Documents complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and Act, or the Exchange Act, as the case may be, and the rules promulgated thereunder. None and regulations of the Company SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents at the time filed when filed, or as amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company NSC included in the Company SEC Documents (including the notes thereto) at the time filed complied comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company NSC and its consolidated subsidiaries as of the dates thereof and the consolidated results statement of their operations and earnings, cash flows and stockholders' equity for the periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal recurring year-end audit adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the federal securities laws two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"Reports”), all of which have complied as . As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, as applicable, and the rules promulgated thereunder. None none of the Company SEC Documents at the time filed Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) . The consolidated financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were thereto as in effect at the time of filing. The financial statements included in the SEC Reports have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includeended, subject, in the case of any unaudited interim financial statements, reasonable accruals for normal to normal, immaterial, year-end audit adjustments). No subsidiaries of The agreements and documents described in the Company SEC Reports conform in all material aspects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and the rules and regulations thereunder to file periodic reports be described in the SEC Reports or to be filed with the Commission as exhibits to the SEC under the Exchange ActReports, that have not been so described or filed.

SEC Reports. (a) Since the date the Company became subject Bedford has previously delivered to the reporting requirements Itrade Members a true and complete copy of its Form 10-K for the Exchange Actfiscal year ended December 31, 2000 and its Form 10-Q for the Company has filed all required formsquarter ended March 31, reports and documents with the Securities and Exchange Commission 2001 (the "SECSEC Documents") required ). Prior to be the Closing, Bedford will furnish the Itrade Members with true and complete copies of any additional document filed by it pursuant to Bedford with the federal securities laws and SEC. As of the filing date, the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have Documents complied as of their respective filing dates in all material respects with all applicable the requirements of the Exchange Act or the Securities Act of 1933 (Act, as the "SECURITIES ACT") and the Exchange Actcase may be, and the rules promulgated thereunder. None of the Company SEC Documents at the time filed contained Document does not contain 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 light of the circumstances under in which they were made, not misleading. (b) , except to the extent corrected by a document subsequently filed by Bedford with the SEC, a copy of which shall be delivered to the Itrade Members prior to closing. The financial statements of the Company included in the Company SEC Documents (Bedford, including the notes thereto, included in the SEC Document (the "Financial Statements") at the time filed complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of Bedford at the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (and include, ended. There has been no change in Bedford' accounting policies or estimates except as described in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments)notes to the Financial Statements. No subsidiaries of Bedford has no material obligations other than (i) those set forth in the Company are Financial Statements and (ii) those not required to file periodic reports with be set forth in the SEC Financial Statements under the Exchange Actgenerally accepted accounting principals.

SEC Reports. (a) Since Parent has filed all reports, schedules, registration statements, prospectuses and other documents, together with amendments thereto, required to be filed with the SEC since December 31, 2018 (the “Parent Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the Company became subject date of such subsequent filing), the Parent Reports complied, and each Parent Report filed subsequent to the reporting date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC rules ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and regulations thereunder (collectivelyConsumer Protection Act and did not or will not, as the "COMPANY SEC DOCUMENTS")case may be, all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules promulgated thereunder. None of the Company SEC Documents at the time filed contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of . There are no outstanding comments from, or unresolved issues raised by, the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q to any of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position Parent Reports. None of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are Parent’s Subsidiaries is required to file periodic reports with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and, to the Knowledge of 49 Parent, no enforcement action has been initiated against Parent or its officers or directors by the SEC relating to disclosures contained in any Parent Report. (b) The records, systems, controls, data and information of Parent and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Parent or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. Parent and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information relating to Parent and its Subsidiaries is made known to the management of Parent by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Parent Reports. Management of Parent has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s auditors and the audit committee of Parent’s Board of Directors (i) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud or allegations of fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. (c) Since January 1, 2016, neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any member of Parent’s Board of Directors or executive officer of Parent or any of its Subsidiaries, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls.

SEC Reports. The annual report on Form 10-K of Sabratek for the fiscal year ended December 31, 1998, as filed under the Securities Exchange Act of 1934, as amended (a) Since the date the Company became subject to the reporting requirements of the "Exchange Act"), the Company has filed and all required forms, other reports and documents with the Securities and Exchange Commission (the "SEC") proxy statements filed or required to be filed by it pursuant Sabratek subsequent to the federal securities laws and the SEC rules and regulations thereunder such report (collectively, the "COMPANY Sabratek SEC DOCUMENTSDocuments"), all of which have complied been duly and timely filed by Sabratek; and as of their respective filing dates (or if amended prior to the date of this Agreement, then on the date of such last amendment) complied in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and under the Exchange Act, Act and the rules and regulations promulgated thereunder. None of the Company SEC Documents at the time filed thereunder and contained any no 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 thereinmade, in the light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company Sabratek included in the Company Sabratek SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited interim financial statements, as permitted by Form Forms 10-Q or 8-K of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries Sabratek as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end adjustments, other adjustments discussed therein (if any) and lack of footnote disclosures). No subsidiaries of the Company are required to file periodic reports with the SEC Sabratek is currently eligible under the Exchange ActSecurities Act to use a Registration Statement on Form S-3 to register resales of Sabratek Common Stock.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company Buyer has filed with the SEC all required forms, reports and documents with the Securities and Exchange Commission (the "SEC"collectively “Filings”) required to be filed with the SEC by it pursuant to the federal securities laws Securities Act and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS")Exchange Act, all of which have complied as of their respective filing dates complied in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules promulgated thereunder. None of the Company SEC Documents such Filings, at the time filed filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. , except to the extent any such statements have been modified or superceded by a later Filing filed prior to the date hereof. The audited consolidated financial statements of Buyer as of and for the period ending December 31, 2004 (the “Buyer Financial Statements”) (a) were prepared from the books and records of Buyer in conformity with GAAP applied on a consistent basis throughout the periods covered thereby (except as otherwise noted therein), (b) The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles and (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECc) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position condition and results of operations of the Company Buyer and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, covered thereby. Except as set forth in the case Buyer Financial Statements, the Buyer and its Related Persons have no material liabilities or obligations of any unaudited interim financial statementsnature (whether known or unknown and whether absolute, reasonable accruals accrued, contingent or otherwise) required by GAAP to be set forth thereon except for normal year-end adjustments)current liabilities incurred in the Ordinary Course of Business since the respective dates thereof. No subsidiaries The Buyer has delivered to Sellers copies of the Company are required to file periodic reports with documentation creating or governing all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K of the SEC under SEC) effected by the Exchange ActBuyer since December 31, 2003.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company SBES has filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it with the SEC pursuant to the federal securities laws and the SEC rules and regulations thereunder Exchange Act (collectively, the "COMPANY SEC DOCUMENTSREPORTS"), all of which have complied as . (b) As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities Exchange Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder. None , and none of the Company SEC Documents at the time filed Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . All material Contracts to which SBES is a party or to which the property or assets of SBES are subject have been filed as exhibits to or incorporated by reference in the SEC Reports and to the extent required under the Exchange Act, as applicable. The financial statements of the Company SBES included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) , or, in the case of unaudited statements as permitted by Form 10-Q), and fairly present in all material respects (subject in the consolidated case of unaudited statements, to normal, recurring audit adjustments) the financial position of the Company and its consolidated subsidiaries SBES as of at the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (and include, ended. The disclosure set forth in the case SEC Reports regarding SBES's business is current and complete and accurately reflects operations of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries SBES as it exists as of the Company are required to file periodic reports with the SEC under the Exchange Actdate hereof.

SEC Reports. (a) Since Buyer (including, for the date the Company became subject to the reporting requirements purposes of the Exchange Actthis Section 5.6(a), the Company has all predecessor entities) and its Subsidiaries have filed all required forms, reports reports, statements, certifications and other documents with the Securities (including all exhibits and Exchange Commission (the "SEC"other information incorporated therein, amendments and supplements thereto) required to be filed by it pursuant to the federal securities laws and them with the SEC rules since January 1, 2007 (all such forms, reports, statements, certificates and regulations thereunder (other documents filed since January 1, 2007, including any amendments thereto, collectively, the "COMPANY “Buyer SEC DOCUMENTS"), Reports”) and all of which Buyer SEC Reports have complied as been filed on a timely basis. As of their respective filing dates the Buyer SEC Reports complied, and each of the Buyer SEC Reports filed subsequent to the date of this Agreement will comply, in all material respects with all applicable the requirements of the Securities Act, the Exchange Act of 1933 (the "SECURITIES ACT") and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder. None As of the Company time of filing with the SEC, none of the Buyer SEC Documents at Reports so filed or that will be filed subsequent to the time filed date of this Agreement contained or will contain, as the case may be, 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. (b) The audited consolidated financial statements of the Company Buyer (including any related notes thereto) included in the Company Buyer SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were Reports have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of Subsidiaries at the respective dates thereof and the consolidated results statements of their operations and comprehensive income, cash flows and changes in stockholders’ equity for the periods indicated. The unaudited consolidated financial statements of Buyer (including any related notes thereto) for all interim periods included in the Buyer SEC Reports have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Buyer and its Subsidiaries as of the respective dates thereof and the consolidated statements of operations and comprehensive income and cash flows for the periods then ended indicated (subject to normal and includerecurring period-end adjustments that have not been and are not expected to be material to Buyer and its Subsidiaries taken as a whole). (c) Neither Buyer nor any of its Subsidiaries is a party to, in or has any commitment to become a party to, any Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Buyer and any of its subsidiaries, on the case one hand, and any affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any unaudited interim material transaction involving, or material liabilities of, Buyer or any of its Subsidiaries in Buyer’s published consolidated financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of . (d) Buyer has made available to the Company are required a complete and correct copy of any amendments or modifications which have not yet been filed (but which Buyer intends to file periodic reports file) with the SEC to agreements, documents or other instruments which previously had been filed by Buyer with the SEC pursuant to the Securities Act or the Exchange Act, and the regulations promulgated thereunder. (e) The principal executive officer and principal financial officer of Buyer have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the SEC promulgated thereunder, and the statements contained in all such certifications were as of the respective dates made, and are, complete and correct. (f) Buyer has (A) designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to Buyer, including its consolidated Subsidiaries, is made known to its principal executive officer and principal financial officer; (B) designed internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (C) evaluated the effectiveness of Buyer’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Buyer SEC Report that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation; and (D) to the extent required by applicable Law, disclosed in such report or amendment any change in Buyer’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, Buyer’s internal control over financial reporting. (g) Buyer has disclosed, based on the most recent evaluation of internal control over financial reporting, to Buyer’s auditors and the audit committee of Buyer’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Buyer’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal control over financial reporting. Since January 1, 2005, (i) neither Buyer nor any of its Subsidiaries, nor, to the Knowledge of Buyer, any director, officer, employee, auditor, accountant or representative of Buyer or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Buyer or any of its Subsidiaries or their respective officers, directors, employees or agents to the Board of Directors of Buyer or any committee thereof or to any director or officer of Buyer.

SEC Reports. (a) Since the date the Company became subject September 1, 2002 to the reporting requirements best of the Exchange Act, the Company its knowledge Buyer has filed all required forms, reports and documents ("Buyer SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS")hereunder, all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACTSecurities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and interpretive releases promulgated thereunderhereunder. None of the Company such Buyer SEC Documents Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed filed, contained any untrue statement of a material fact fact, or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The . Each of the consolidated balance sheets in or incorporated by reference into the Buyer SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements of the Company included operations and retained earnings and cash flows or equivalent statements in the Company Buyer SEC Documents Reports (including any related notes and schedules) fairly presents or will fairly present the notes thereto) at results of operations, retained earnings and cash flows, as the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations case may be, of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles entity or entities to which it relates for the period set forth therein (except, subject in the case of unaudited interim statements, as permitted by Form 10to normal yearend audit adjustments) in each case in accordance with generally-Q of accepted accounting principles applicable to the SEC) particular entity consistently applied on a consistent basis during throughout the periods involved (involved, except as may be indicated noted therein; and independent certified public accountants for Buyer have rendered or will render an unqualified opinion with respect to each audited financial statement included in the notes thereto) and fairly present in all material respects the Buyer SEC Reports. The consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, statements included in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of Buyer SEC Reports are hereinafter sometimes collectively referred to as the Company are required to file periodic reports with the SEC under the Exchange Act"Buyer Financial Statements."

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required reports, schedules, forms, reports statements, and other documents with the Securities and Exchange Commission (the "SEC") required to be (together with other documents that revise or supersede earlier filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectivelydocuments, the "COMPANY SEC DOCUMENTSReports"), all . The Company has delivered or made available to the Investors true and complete copies of which have complied as the SEC Reports. As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities 1933 Act of 1933 (or the "SECURITIES ACT") and 1934 Act, as the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such SEC Reports. None of the Company SEC Documents at the time filed Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed Reports complied as to form of their respective dates of filing with the SEC in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10Regulation S-Q of X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end audit adjustments). No subsidiaries As of the date hereof, the Company are has on a timely basis made all filings required to file periodic reports be made by the Company with the SEC under the Exchange ActSEC.

SEC Reports. Financial Statements; Sarbanes-Oxley Act Compliance. T▇▇ ▇▇▇▇▇▇▇ ▇as filed all reports required to be filed by it under the Securities Act of 1933, as amended (athe "Securities Act") Since and the date Securities Exchange Act of 1934, as amended (the Company became subject "Exchange Act"), including pursuant to the reporting requirements Section 13(a) or Section 15(d) of the Exchange Act, for the three (3) years preceding the date hereof (or such shorter period as the Company has filed was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the "SEC Reports"). As of their respective dates, the SEC Reports complied in all required forms, reports material respects with the requirements of the Securities Act and documents with the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "SECCommission") required to be filed by it pursuant to the federal securities laws promulgated thereunder, as applicable, and none of the SEC rules and regulations thereunder (collectivelyReports, the "COMPANY SEC DOCUMENTS")when filed, all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules promulgated thereunder. None of the Company SEC Documents 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 light of the circumstances under which they were made, not misleading. (b) . Since January 1, 2004, the staff of the Division of Corporation Finance of the Commission has not provided the Company with any comments on any registration statement, report or other document filed with the Commission under the Securities Act or the Exchange Act. The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved ("GAAP"), except as may be indicated otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GA AP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includeended, subject, in the case of any unaudited interim financial statements, reasonable accruals for normal to normal, immaterial, year-end audit adjustments). No subsidiaries KPMG LLP, which have certified certain financial statements of the Company and its consolidated subsidiaries included in the SEC Reports, are independent public accountants as required to file periodic reports by the Securities Act, the Exchange Act and the respective rules and regulations of the Commission thereunder and are registered and in good standing with the Public the Company Accounting Oversight Board in accordance with the Sarbanes-Oxley Act of 2002. Exc▇▇▇ ▇▇ ▇▇▇▇▇▇sed as such in the SEC under Reports, the Exchange ActCompany is in compliance with all applicable material requirements of the Sarbanes-Oxley Act of 2002 and ▇▇▇▇▇▇▇▇▇▇ ▇▇les and regulations promulgated by the Commission thereunder in effect as of the date of this Agreement. The Company does not have pending before the Commission any request for confidential treatment of information.

SEC Reports. (a) Since the date the Company became subject The Buyer has filed with or furnished to the reporting SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Buyer since January 1, 2010 (together with any exhibits and schedules thereto or incorporated by reference therein and other information incorporated therein, an “SEC Report”, and collectively, the “Buyer SEC Reports”), all of which were prepared in all material respects in accordance with the applicable requirements of the Exchange Act, the Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws Act and the SEC rules and regulations promulgated thereunder (collectively, the "COMPANY SEC DOCUMENTS"“Securities Laws”), all of which have complied as . As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the respective dates of such amendments), the Buyer SEC Reports (i) complied, and each Buyer SEC Report filed subsequent to the date hereof will comply, as to form in all material respects with all the applicable requirements of the Securities Act of 1933 Laws and (the "SECURITIES ACT"ii) and the Exchange Actdid not, and each Buyer SEC Report filed subsequent to the rules promulgated thereunder. None of the Company SEC Documents at the time filed contained date hereof will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements . Each of the Company consolidated balance sheets included in or incorporated by reference into the Company Buyer SEC Documents Reports (including the related notes theretoand schedules) at the time filed complied as to form fairly presents in all material respects with applicable accounting requirements the consolidated financial position of the Buyer and the published rules Buyer Subsidiaries as of its date and regulations each of the consolidated statements of income, retained earnings and cash flows of the Buyer included in or incorporated by reference into the Buyer SEC with respect theretoReports (including any related notes and schedules) fairly presents in all material respects the results of operations, were prepared retained earnings or cash flows, as the case may be, of the Buyer for the periods set forth therein, in each case in accordance with generally accepted accounting principles (GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) Exchange Act and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Actaudit adjustments which would not be material in amount or effect.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed or furnished all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") SEC that have been required to be filed or furnished by it pursuant under applicable Laws since January 1, 2006 and prior to the federal securities laws date hereof (all such forms, reports and the SEC rules and regulations thereunder (collectivelydocuments, the "COMPANY “Company SEC DOCUMENTS"Reports”). Except as set forth in Section 2.7(a) of the Disclosure Schedule, all of which have complied as of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Reports), each Company SEC Report complied in all material respects with all the applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and or the Exchange Act, and as the rules promulgated thereunder. None of case may be, each as in effect on the date such Company SEC Documents at Report was filed. As of its filing date (or, if amended or superseded by a filing, on the time date of such amended or superseding filing), each Company SEC Report (as amended or superseded by a subsequently filed contained Company SEC Report, if applicable) did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements . None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company included has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Documents (including Reports. Except as set forth in Section 2.7(b) of the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of Disclosure Schedule, there are no outstanding written comments from the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position to any of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange ActReports.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company Buyer has filed all required forms, reports reports, schedules, statements and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder since December 31, 2001 (collectively, the "COMPANY Buyer SEC DOCUMENTSReports"), all of which have complied as . As of their respective filing dates dates, or, if amended, as of the date of the last such amendment, each Buyer SEC Report, (a) complied in all material respects with all the applicable requirements of the Securities Act, the Securities Exchange Act of 1933 (the "SECURITIES ACT") and the Exchange Act1934, and the rules promulgated thereunder. None and regulations thereunder applicable to such Buyer SEC Reports and (b) did not, and in the case of such forms, reports, schedules, statements and other documents filed after the date hereof will not as of the Company SEC Documents at the time filed contained they are 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 made therein, in the light of the circumstances under which they were made, not misleading. (b) The . Each of the consolidated financial statements of the Company included in or incorporated by reference into the Company Buyer SEC Documents Reports (including the related notes theretoand schedules) at were, and in the time case of such consolidated financial statements filed complied as to form after the date hereof will be, prepared in all material respects accordance with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoSEC, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the consolidated financial position of the Company Buyer and its consolidated subsidiaries Subsidiaries as of the dates thereof its date, and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of their operations and cash flows flows, as the case may be, of Buyer and its Subsidiaries for the periods then ended set forth therein (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end adjustmentsaudit adjustments and the absence of footnotes). No subsidiaries , in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (b) There is no investigation by the SEC pending, or, to the Knowledge of the Company Buyer, threatened with respect to any Buyer SEC Report. None of the Buyer SEC Reports are required to file periodic reports with the subject of open, unresolved comments from the SEC. To the Knowledge of Buyer, there is no material unresolved violation of the Exchange Act or the published rules and regulations of the SEC under asserted by the Exchange ActSEC with respect to the Buyer SEC Reports.

SEC Reports. (a) Since Each form, report, schedule, registration statement and definitive proxy statement filed by Buyer with the SEC on and after July 26, 2002 and prior to the date the Company became subject hereof (as such documents have been amended prior to the reporting requirements of the Exchange Act, the Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectivelydate hereof, the "COMPANY Buyer SEC DOCUMENTSReports"), all of which have complied as of their respective filing dates dates, complied in all material respects with all the applicable requirements of the Securities Act and the Securities Exchange Act. None of 1933 (the "SECURITIES ACT") and Buyer SEC Reports, as of the date on which such Buyer SEC Report was declared effective pursuant to the Securities Act or the date on which such Buyer SEC Report was filed pursuant to the Exchange Act, and the rules promulgated thereunder. None of the Company SEC Documents at the time filed as applicable, contained or contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The consolidated financial statements of the Company Buyer and its subsidiaries included in the Company SEC Documents (including the notes thereto) at the time filed complied such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles GAAP, consistently applied (exceptexcept as set forth in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includeended. Since July 26, in the case of any unaudited interim financial statements2002, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports Buyer has timely filed with the SEC under all forms, reports and other documents required to be filed prior to the date hereof, and no subsidiary of Buyer has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act or the Exchange Act.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Financial Statements. The Company has filed all required reports, schedules, forms, reports statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the federal securities laws two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC rules Reports”) on a timely basis or has received a valid extension of such time of filing and regulations thereunder (collectively, has filed any such SEC Reports prior to the "COMPANY SEC DOCUMENTS"), all expiration of which have complied as any such extension. As of their respective filing dates dates, the SEC Reports, unless stated therein to the contrary, complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, as applicable, and the rules promulgated thereunder. None none of the Company SEC Documents at the time filed Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and includeended, subject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end audit adjustments). (i) Material Changes: Undisclosed Events, Liabilities or Developments. No subsidiaries Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in the SEC Reports filed prior to the date hereof and in the Prospectus Supplement, (i) there has been no event, occurrence or development that has had or that would reasonably be expected to have a Material Adverse Effect, (ii) the Company are has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to file periodic reports be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the SEC Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company incentive award plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement at the time this representation is made or deemed made, no event, liability, fact, circumstance, occurrence or development has occurred or exists with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets, financial condition or results of operations that would be required to be disclosed by the Company under applicable securities laws at the Exchange Acttime this representation is made or deemed made or thereafter that has not been publicly disclosed at least one Trading Day prior to the date hereof.

SEC Reports. (a) Since the date January 1, 2016, the Company became subject to has complied in all material respects with the reporting filing requirements of Sections 13(a), 14(a) and 15(d) of the Exchange Act, the Company has filed all required formsand, reports and documents with as applicable, of the Securities and Exchange Commission Act. (the "SEC"b) required to be The SEC Reports, when they became effective or were filed by it pursuant with or furnished to the federal securities laws and Commission, as the SEC rules and regulations thereunder (collectivelycase may be, the "COMPANY SEC DOCUMENTS"), all of which have complied as of their respective filing dates in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, as applicable, and the rules promulgated thereunder. None and regulations of the Company SEC Documents at Commission promulgated thereunder and none of such documents, when they became effective or were filed with or furnished to the time filed Commission, as the case may be, contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. (bc) The financial statements of the Company on a consolidated basis for each of the periods included (or incorporated by reference) in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (except, Generally Applicable Accounting Principles in the case of unaudited statements, as permitted by Form 10-Q of the SECUnited States (“US GAAP”) applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto) and . Such financial statements fairly present in all material respects respects, in accordance with US GAAP, the consolidated financial position condition, cash flows and results of operations of the Company and its on a consolidated subsidiaries basis as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, indicated therein. Except as set forth in the case of any unaudited interim such financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of neither the Company are nor its subsidiaries has any material liabilities other than liabilities and obligations that have arisen in the ordinary course of business and which would not be required to file periodic reports be reflected in financial statements prepared in accordance with US GAAP. * Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the SEC under information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been provided separately to the Securities and Exchange ActCommission.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange ActThe Borrower has timely filed with or furnished to, the Company has filed all required formsas applicable, reports and documents with the Securities and Exchange Commission (the "“SEC"”) all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it pursuant with the SEC since January 1, 2010 (the “Borrower SEC Documents”). The Borrower has made available to the federal securities laws and Lender all such Borrower SEC Documents that it has so filed or furnished prior to the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have complied as date hereof. As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Borrower SEC Documents complied as to form in all material respects with all the applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules promulgated thereunderAct applicable to such Borrower SEC Documents. None of the Company Borrower SEC Documents Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed or furnished (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements . None of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are Borrower’s Subsidiaries is required to file periodic reports with or furnish to the SEC under the Exchange Actany forms, reports or other documents.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange ActJanuary 1, the Company 2001, Buyer has timely filed all required formsreports, reports schedules, and documents forms with the Securities and Exchange Commission (the "SEC") required to be filed collectively, and in each case including all amendments, exhibits and schedules thereto and documents incorporated by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectivelyreference therein, the "COMPANY SEC DOCUMENTSReports"). As of its filing date (or, all if amended or superseded by a filing prior to the date of which have this Agreement, on the date of such filing), each SEC Report complied as of their respective filing dates to form in all material respects with all the applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Securities Exchange Act, and as the rules promulgated thereundercase may be. None As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), none of the Company SEC Documents at the time filed Reports 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 made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed SEC Report. (b) The consolidated financial statements of the Company (including any related notes) included in the Company SEC Documents Reports (the "Buyer Financial Statements") fairly present in all material respects the consolidated financial position, statements of equity, cash flows and changes in stockholders' equity of Buyer for the respective fiscal periods or as of the respective dates therein set forth; and each of such statements (including the notes theretorelated notes, where applicable) at the time filed complied as to form complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, were where applicable) has been prepared in accordance with generally accepted accounting principles (Buyer GAAP consistently applied during the periods involved, except, in the case of unaudited statementseach case, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in such statements or in the notes thereto) , and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any provided that unaudited interim financial statements, reasonable accruals for statements may not contain footnotes and may be subject to normal year-end audit adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company Purchaser has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and with the SEC rules and regulations thereunder since February 24, 2005 (collectively, the "COMPANY SEC DOCUMENTSReports"). Except as set forth on the Purchaser Disclosure Schedule, all of which have complied as of their respective filing dates the SEC Reports (i) were prepared in all material respects in accordance with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and or the Exchange Act, as the case may be, and the rules promulgated thereunder. None of the Company SEC Documents (ii) did not at the time they were filed contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements . Except as set forth on the Purchaser Disclosure Schedule, each of the Company balance sheets (including the related notes) included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and Reports presents fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Purchaser as of the respective dates thereof thereof, and the other related financial statements (including the related notes) included therein presented fairly in all material respects the consolidated results of their operations and cash flows changes in financial position of Purchaser for the respective periods then ended (and includeindicated, except, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end audit adjustments), consisting only of normal recurring accruals. No subsidiaries Except as set forth on the Purchaser Disclosure Schedule, each of the Company are required to file periodic reports with financial statements (including the related notes) included in the SEC under Reports has been prepared in accordance with GAAP, consistently applied, except as otherwise noted therein or, in the Exchange Actcase of the unaudited financial statements, as permitted by the applicable rules and regulations of the SEC.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company 1st Constitution has filed all required formsreports, reports schedules, registration statements, prospectuses and documents other documents, together with the Securities and Exchange Commission (the "SEC") amendments thereto, required to be filed by it pursuant to the federal securities laws and with the SEC rules and regulations thereunder since December 31, 2013 (collectivelythe “1st Constitution Reports”). Except as set forth in Section 4.7(a) of the 1st Constitution Disclosure Schedule, the "COMPANY SEC DOCUMENTS"), all of which have complied as of their respective dates of filing dates with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the 1st Constitution Reports complied, and each 1st Constitution Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with all the applicable requirements of the Securities Act of 1933 1933, as amended (the "SECURITIES ACT"“Securities Act”) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the Exchange Act▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and did not or will not, and as the rules promulgated thereunder. None of the Company SEC Documents at the time filed contained case may be, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of . There are no outstanding comments from, or unresolved issues raised by, the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q to any of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position 1st Constitution Reports. None of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are 1st Constitution’s Subsidiaries is required to file periodic reports with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act. No executive officer of 1st Constitution has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and to the Knowledge of 1st Constitution, no enforcement action has been initiated against 1st Constitution or its officers or directors by the SEC relating to disclosures contained in any 1st Constitution Report. (b) The records, systems, controls, data and information of 1st Constitution and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of 1st Constitution or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. Except as set forth in Section 4.7(b) of the 1st Constitution Disclosure Schedule, 1st Constitution and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Except as set forth in Section 4.7(b) of the 1st Constitution Disclosure Schedule, 1st Constitution has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information relating to 1st Constitution and its Subsidiaries is made known to the management of 1st Constitution by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the 1st Constitution Reports. Management of 1st Constitution has disclosed, based on its most recent evaluation prior to the date hereof, to 1st Constitution’s auditors and the audit committee of 1st Constitution’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect 1st Constitution’s ability to record, process, summarize and report financial data and have identified for 1st Constitution’s auditors any material weaknesses in internal controls, with any such significant deficiencies and material weaknesses having previously been disclosed in the 1st Constitution Reports, and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in 1st Constitution’s internal controls.

SEC Reports. (a) Since The Company, BHC and UTV have filed with the date the Company became subject SEC, and have heretofore made available to the reporting requirements of the Exchange ActBuyer true and complete copies of, the Company has filed all required forms, reports reports, schedules, statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and with the SEC rules by the Company, BHC and regulations thereunder UTV since January 1, 1997 (collectivelytogether with all information incorporated therein by reference, the "COMPANY Company SEC DOCUMENTSReports"). Except for BHC and UTV, all no subsidiary of which have complied as the Company is required to file any form, report, schedule, statement or other document with the SEC. As of their respective filing dates dates, the Company SEC Reports complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder. None thereunder applicable to such Company SEC Reports, and none of the Company SEC Documents Reports at the time they were filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The financial statements of (including the Company related notes) included in the Company SEC Documents (including the notes thereto) at the time filed complied Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Company, BHC and its UTV and their respective consolidated subsidiaries as of the dates thereof and the their respective consolidated results of their operations and cash flows for the periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal and recurring year-end audit adjustments). No subsidiaries Except as and to the extent set forth in Section 3.7 of the Company are required to file periodic reports with Disclosure Schedule, the SEC under Company and its subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the Exchange Actaggregate, have a Company Material Adverse Effect.

SEC Reports. (a) Since the date the Company became subject January 1, 1999, to the reporting requirements best of the Exchange Act, the Company its knowledge Chequemate has filed all required forms, reports and documents ("Chequemate SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS")thereunder, all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACTSecurities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and interpretive releases promulgated thereunder. None of the Company such Chequemate SEC Documents Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed filed, contained any untrue statement of a material fact fact, or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The , unless supplemented prior to the Closing Date. Each of the consolidated balance sheets in or incorporated by reference into the Chequemate SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements of the Company included operations and retained earnings and cash flows or equivalent statements in the Company Chequemate SEC Documents Reports (including any related notes and schedules) fairly presents or will fairly present the notes thereto) at results of operations, retained earnings and cash flows, as the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations case may be, of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles entity or entities to which it relates for the period set forth therein (except, subject in the case of unaudited interim statements, as permitted by Form 10to normal year-Q of end audit adjustments) in each case in accordance with generally-accepted accounting principles applicable to the SEC) particular entity consistently applied on a consistent basis during throughout the periods involved (involved, except as may be indicated noted therein; and independent certified public accountants for Chequemate have rendered or will render an unqualified opinion with respect to each audited financial statement included in the notes thereto) and fairly present in all material respects the Chequemate SEC Reports. The consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, statements included in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of Chequemate SEC Reports are hereinafter sometimes collectively referred to as the Company are required to file periodic reports with the SEC under the Exchange Act"Chequemate Financial Statements."

SEC Reports. (a) Since the date the The Company became subject has filed, pursuant to the reporting requirements of Securities Act or the Exchange Act, as the Company has filed case may be, all required material forms, statements, reports and documents with the Securities (including all exhibits, amendments and Exchange Commission supplements thereto) (the "SEC"SEC Reports) required to be filed by it pursuant with respect to the federal securities laws business and operations of the Company under each of the Securities Act and the SEC Exchange Act, and the respective rules and regulations thereunder (collectivelythereunder, the "COMPANY SEC DOCUMENTS"), and all of which have the SEC Reports complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and or the Exchange Act, as the case may be, and the appropriate act and the rules promulgated thereunderand regulations thereunder in effect on the date each such report was filed. None At the respective dates they were filed, none of the Company SEC Documents at the time filed Reports 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 light of the circumstances under which they were made, not misleading. (b) . The consolidated financial statements statements, including the schedules and notes thereto, of the Company included in the Company SEC Documents (including the notes thereto) at the time filed Reports complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were fairly present the consolidated financial position, results of operations and cash flows of the Company as of the dates or for the periods indicated therein, subject, in the case of the unaudited statements, to normal year-end adjustments and the absence of certain footnote disclosures. All of the consolidated financial statements referred to above in this subsection, including the schedules and notes thereto, have been prepared in accordance with generally accepted accounting principles (except, in consistently applied throughout the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the respective periods involved covered thereby (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. (a) Since Parent has filed all reports, schedules, registration statements, prospectuses and other documents, together with amendments thereto, required to be filed with the SEC since December 31, 2009 (the “Parent Reports”). As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the Company became subject date of such subsequent filing), the Parent Reports complied, and each Parent Report filed subsequent to the reporting date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC rules ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and regulations thereunder (collectivelyConsumer Protection Act and did not or will not, as the "COMPANY SEC DOCUMENTS")case may be, all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and the rules promulgated thereunder. None of the Company SEC Documents at the time filed contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of . There are no outstanding comments from, or unresolved issues raised by, the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q to any of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position Parent Reports. None of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are Parent’s Subsidiaries is required to file periodic reports with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and to the Knowledge of Parent no enforcement action has been initiated against Parent or its officers or directors by the SEC relating to disclosures contained in any Parent Report. (b) The records, systems, controls, data and information of Parent and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Parent or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. Parent and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information relating to Parent and its Subsidiaries is made known to the management of Parent by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Parent Reports. Management of Parent has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s auditors and the audit committee of Parent’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent’s management has not yet completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 for the year ended December 31, 2012, but Parent has no reason to believe that, once completed, such assessment will not conclude that such controls were effective. (c) Except as set forth in Section 4.7(c) of the Parent Disclosure Schedule, since January 1, 2010, neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any member of Parent’s Board of Directors or executive officer of Parent or any of its Subsidiaries, has received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls.

SEC Reports. (a) Since Buyer (including, for the date the Company became subject to the reporting requirements purposes of the Exchange Actthis Section 5.6(a), the Company has all predecessor entities) and its Subsidiaries have filed all required forms, reports reports, statements, certifications and other documents with the Securities (including all exhibits and Exchange Commission (the "SEC"other information incorporated therein, amendments and supplements thereto) required to be filed by it pursuant to the federal securities laws and them with the SEC rules since January 1, 2007 (all such forms, reports, statements, certificates and regulations thereunder (other documents filed since January 1, 2007, including any amendments thereto, collectively, the "COMPANY Buyer SEC DOCUMENTSReports"), ) and all of which Buyer SEC Reports have complied as been filed on a timely basis. As of their respective filing dates the Buyer SEC Reports complied, and each of the Buyer SEC Reports filed subsequent to the date of this Agreement will comply, in all material respects with all applicable the requirements of the Securities Act, the Exchange Act of 1933 (the "SECURITIES ACT") and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder. None As of the Company time of filing with the SEC, none of the Buyer SEC Documents at Reports so filed or that will be filed subsequent to the time filed date of this Agreement contained or will contain, as the case may be, 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. (b) The audited consolidated financial statements of the Company Buyer (including any related notes thereto) included in the Company Buyer SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were Reports have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of Subsidiaries at the respective dates thereof and the consolidated results statements of their operations and comprehensive income, cash flows and changes in stockholders' equity for the periods indicated. The unaudited consolidated financial statements of Buyer (including any related notes thereto) for all interim periods included in the Buyer SEC Reports have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Buyer and its Subsidiaries as of the respective dates thereof and the consolidated statements of operations and comprehensive income and cash flows for the periods then ended indicated (subject to normal and includerecurring period-end adjustments that have not been and are not expected to be material to Buyer and its Subsidiaries taken as a whole). (c) Neither Buyer nor any of its Subsidiaries is a party to, in or has any commitment to become a party to, any Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Buyer and any of its subsidiaries, on the case one hand, and any affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any unaudited interim material transaction involving, or material liabilities of, Buyer or any of its Subsidiaries in Buyer's published consolidated financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of . (d) Buyer has made available to the Company are required a complete and correct copy of any amendments or modifications which have not yet been filed (but which Buyer intends to file periodic reports file) with the SEC to agreements, documents or other instruments which previously had been filed by Buyer with the SEC pursuant to the Securities Act or the Exchange Act, and the regulations promulgated thereunder. (e) The principal executive officer and principal financial officer of Buyer have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the SEC promulgated thereunder, and the statements contained in all such certifications were as of the respective dates made, and are, complete and correct. (f) Buyer has (A) designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to Buyer, including its consolidated Subsidiaries, is made known to its principal executive officer and principal financial officer; (B) designed internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (C) evaluated the effectiveness of Buyer's disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Buyer SEC Report that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation; and (D) to the extent required by applicable Law, disclosed in such report or amendment any change in Buyer's internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, Buyer's internal control over financial reporting. (g) Buyer has disclosed, based on the most recent evaluation of internal control over financial reporting, to Buyer's auditors and the audit committee of Buyer's Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Buyer's ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer's internal control over financial reporting. Since January 1, 2005, (i) neither Buyer nor any of its Subsidiaries, nor, to the Knowledge of Buyer, any director, officer, employee, auditor, accountant or representative of Buyer or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Buyer or any of its Subsidiaries or their respective officers, directors, employees or agents to the Board of Directors of Buyer or any committee thereof or to any director or officer of Buyer.

SEC Reports. CSR has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Act and the Securities Exchange Act of 1934, as amended (athe “Exchange Act”) Since since (and including) the 10-KSB filed on March 23, 2007, including pursuant to Section 13(a), 13(c) or 15(d) thereof (the foregoing materials from and after March 23, 2007, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the date of filing, in the Company became subject case of SEC Reports filed pursuant to the reporting Exchange Act (and to the extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, Act and the Company has filed all required forms, reports rules and documents with regulations of the Securities and Exchange Commission (the "SEC"“Commission”) required to be promulgated thereunder, as applicable, and none of the SEC Reports, as of the date of filing, in the case of SEC Reports filed by it pursuant to the federal securities laws Exchange Act (and to the extent such SEC rules and regulations thereunder (collectivelyReport was amended, then as to the "COMPANY SEC DOCUMENTS"date of filing of such amendment), all of which have complied and as of their respective filing dates the date of effectiveness in all material respects with all applicable requirements the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the Securities Act date of 1933 (the "SECURITIES ACT") and the Exchange Acteffectiveness of such amendment), and the rules promulgated thereunder. None of the Company SEC Documents 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. (b) The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company Purchaser has filed with the SEC all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder Purchaser since December 3, 2006 (collectively, the "COMPANY “Purchaser SEC DOCUMENTS"Reports”), all of which have complied as . As of their respective filing dates dates, the Purchaser SEC Reports (including any Purchaser SEC Reports filed after the date of this Agreement until the Closing) (i) were prepared in all material respects in accordance with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and or the Exchange Act, as the case may be, and the rules promulgated thereunder. None and regulations of the Company SEC Documents thereunder applicable to such Purchaser SEC Reports and (ii) did not at the time they were filed contained (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or 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. (b) . The consolidated financial statements of the Company included Purchaser and its Subsidiaries contained in the Company Purchaser SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were Reports have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as disclosed therein and except, in the case of the unaudited financial statements, as permitted by Form 10-Q for the absence of the SEC) applied on a consistent basis during the periods involved footnotes (except as may be indicated that, if presented, would not differ materially from those included in the notes theretoaudited financial statements) and normal recurring year end adjustments (the effect of which will not, individually or in the aggregate, be material)). The consolidated financial statements of Purchaser and its Subsidiaries contained in the Purchaser SEC Reports fairly present in all material respects the consolidated financial position of the Company Purchaser and its consolidated subsidiaries Subsidiaries and the results of operations and changes in financial position and cash flows as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (specified. The consolidated financial statements of Purchaser and include, its Subsidiaries contained in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports Purchaser SEC Reports have been prepared in accordance with the SEC under the Exchange Actbooks and records of Purchaser and its Subsidiaries.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have complied as As of their respective filing dates dates, all annual, quarterly or current reports, forms and other documents filed by Parent with the SEC since January 1, 2004 (such reports, as amended “Parent SEC Reports”) (i) were prepared in accordance in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, as the case may be, and the rules promulgated and regulations thereunder. None of , (ii) as the Company SEC Documents at the time filed contained same may have been amended, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading and (biii) were all the forms, reports and other documents required to be filed under the Securities Act and Exchange Act. No Subsidiary of Parent is or has been required to file any form, report, registration statement or other document with the SEC. The consolidated financial statements of the Company included contained in Parent SEC Reports (in the Company forms reflected in any amendments to such Parent SEC Documents Reports): (including the notes theretoa) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, ; (b) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (except, 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 year-end audit adjustments; and (c) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of Parent and its subsidiaries for the periods then ended covered thereby. All financial statements (including any related notes) contained in Parent SEC Reports filed after the date hereof and include, in until the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries earlier of the Company are required to file periodic reports with Closing or the SEC under date set forth in Section 8.1(b) shall meet the Exchange Actconditions set forth in clauses (a), (b) and (c) of this Section 3.6.

SEC Reports. (a) Since A true and complete copy of each annual, quarterly and other report, registration statement, and definitive proxy statement filed by Buyer with the SEC since January 1, 2016 and prior to the date hereof (the Company became subject to “Buyer SEC Documents”) is available on the reporting web site maintained by the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the Company has filed all required formscase may be, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations of the SEC promulgated thereunder (collectivelyapplicable to such Buyer SEC Documents, and none of the "COMPANY Buyer SEC DOCUMENTS"), all of which have complied Documents as of their respective filing dates in all material respects with all applicable requirements or, taken as a whole, as of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Actdate hereof, and the rules promulgated thereunder. None of the Company SEC Documents 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 made therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of the Company Buyer included in the Company Buyer SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly present in all material respects presented the consolidated financial position of the Company Buyer and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their Buyer’s operations and cash flows for the periods then ended indicated (and includesubject to, in the case of any unaudited interim financial statements, reasonable accruals for normal and recurring year-end audit adjustments). No subsidiaries of Except as disclosed in the Company are required Buyer SEC Documents, no material adverse effect with respect to file periodic reports with the SEC under the Exchange ActBuyer has occurred since December 31, 2018.

SEC Reports. (a) Since the date the Company became subject Unique has made available to the reporting requirements Invacare a true and complete copy of the Exchange Acteach report, the Company has schedule, registration statement and definitive proxy statement filed all required forms, reports and documents by Unique with the Securities and Exchange Commission (the "SECCommission") required to be filed by it pursuant to since October 31, 1992 (as such documents have since the federal securities laws and the SEC rules and regulations thereunder (collectivelytime of their filing been amended, the "COMPANY SEC DOCUMENTSReports"), ) which are all of which have complied as the documents (other than preliminary material) that Unique was required to file with the Commission since such date. As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities Act of 1933 (the "SECURITIES ACT") and or the Exchange Act, as the case may be, and the rules promulgated thereunder. None and regulations of the Company Commission thereunder applicable to the SEC Documents at Reports, and none of the time filed contained SEC Reports contained, as of the respective dates thereof, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company Unique included in the Company SEC Documents (including Reports complied, as of the notes thereto) at the time filed complied respective dates thereof, as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, were and have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) respective dates thereof, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or in the case of the unaudited statements, as permitted by Form 1 0-Q) and fairly present (subject, in all material respects the consolidated case of the unaudited statement, to normal, recurring adjustments) the financial position of the Company and its consolidated subsidiaries Unique as of at the dates thereof and the consolidated results of their its operations and cash flows (or changes in financial position prior to the approval of FASB 95) for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Actended.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company Buyer has filed all required reports, schedules, forms, reports certifications, statements and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and Buyer with the SEC rules and regulations thereunder (collectivelythe “Buyer SEC Documents”). All Buyer SEC Documents are available from the SEC on the E▇▇▇▇ System or in the Buyer Data Room. (b) As of its respective date, the "COMPANY each Buyer SEC DOCUMENTS"), all of which have Document complied as of their respective filing dates in all material respects with all applicable the requirements of the Exchange Act or the Securities Act of 1933 (Act, as the "SECURITIES ACT") and the Exchange Actcase may be, and the rules promulgated thereunder. None and regulations of the Company SEC Documents at the time filed contained promulgated thereunder applicable to such Buyer SEC Document, and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . Except to the extent that information contained in any Buyer SEC Document has been revised or superseded by a later filed Buyer SEC Document, none of the Buyer SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Buyer included in the Company Buyer SEC Documents (including the notes thereto) at the time filed complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Buyer as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended shown (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end audit adjustments). No subsidiaries The principal executive officer of Buyer and the principal financial officer of Buyer have made all certifications required by Sections 302 and 906 of the Company are required to file periodic reports with S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of the SEC under promulgated thereunder (the Exchange “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Buyer SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As used in this Section 5.26, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company Purchaser has filed all required formsdocuments, reports including all annual, quarterly and other reports, proxy statements and other statements, reports, schedules, forms and other documents with (including all exhibits, financial statements and the Securities schedules thereto, and Exchange Commission (the "SEC") all other information incorporated by reference), required to be filed by it pursuant to the federal securities laws and with the SEC rules and regulations thereunder since January 1, 2018 (collectively, the "COMPANY “SEC DOCUMENTS"Reports”). Since the date of the last SEC Report, to the knowledge of Purchaser, there has not been the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which resulted in, or would reasonably be likely to result in, a Material Adverse Effect with respect to Purchaser. (b) The SEC Reports, including the financial statements and exhibits and schedules contained therein, (i) at the time filed (or furnished), all complied (giving effect to any amendments or supplements thereto filed prior to the date of which have complied as of their respective filing dates this Agreement) in all material respects with all the applicable requirements of the Securities Exchange Act of 1933 (the "SECURITIES ACT") and the Exchange Act1934, as amended, and the rules promulgated thereunder. None of the Company SEC Documents (ii) at the time they were filed contained (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinmade in such SEC Reports, in light of the circumstances under which they were made, not misleading. (bc) The financial statements of the Company included in the Company SEC Documents (including any related notes) contained in SEC Reports (collectively, the notes thereto“Purchaser Financial Statements”) at the time filed (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, applicable thereto and (ii) were prepared in accordance with generally accepted accounting principles (exceptGAAP, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and present fairly present in all material respects the consolidated financial position and results of the Company operations of Purchaser and its consolidated subsidiaries (taken as a whole) as of the dates thereof times and the consolidated results of their operations and cash flows for the periods then ended (and includereferred to therein, subject in the case of any the unaudited interim financial statements, reasonable accruals for statements to the absence of footnote disclosures and other presentation items and changes resulting from normal year-end adjustments). No subsidiaries . (d) To the knowledge of Purchaser, none of the Company SEC Reports is the subject of ongoing SEC review and there are required to file periodic reports with no inquiries or investigations by the SEC under the Exchange Actor any internal investigations pending or threatened, in each case regarding any accounting practices of Purchaser or any of its Subsidiaries.

SEC Reports. (a) Since the date the Company became subject September 1, 2002 to the reporting requirements best of the Exchange Act, the Company its knowledge Buyer has filed all required forms, reports and documents ("Buyer SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS")thereunder, all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACTSecurities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and interpretive releases promulgated thereunder. None of the Company such Buyer SEC Documents Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed filed, contained any untrue statement of a material fact fact, or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The . Each of the consolidated balance sheets in or incorporated by reference into the Buyer SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements of the Company included operations and retained earnings and cash flows or equivalent statements in the Company Buyer SEC Documents Reports (including any related notes and schedules) fairly presents or will fairly present the notes thereto) at results of operations, retained earnings and cash flows, as the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations case may be, of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles entity or entities to which it relates for the period set forth therein (except, subject in the case of unaudited interim statements, as permitted by Form 10to normal yearend audit adjustments) in each case in accordance with generally-Q of accepted accounting principles applicable to the SEC) particular entity consistently applied on a consistent basis during throughout the periods involved (involved, except as may be indicated noted therein; and independent certified public accountants for Buyer have rendered or will render an unqualified opinion with respect to each audited financial statement included in the notes thereto) and fairly present in all material respects the Buyer SEC Reports. The consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, statements included in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of Buyer SEC Reports are hereinafter sometimes collectively referred to as the Company are required to file periodic reports with the SEC under the Exchange Act"Buyer Financial Statements."

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required forms, reports and other documents with the Securities and Exchange Commission (the "SEC") SEC required to be filed by it pursuant to the federal securities laws and Company since 1986 (such documents, together with any reports filed during such period by the Company with the SEC rules and regulations thereunder (collectivelyon a voluntary basis on Form 8-K, the "COMPANY “Company SEC DOCUMENTS"Reports”), all of which have complied as . As of their respective filing dates dates, the Company SEC Reports (i) complied in all material respects with all with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, Act and the rules promulgated thereunder. None of the Company SEC Documents at the time filed contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The . Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents (including the notes thereto) Reports complied at the time it was filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, were was prepared in accordance with the rules and regulations of the SEC and generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by Form 10-Q of indicated in the SECnotes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end adjustments). No subsidiaries As of the date of this Agreement, to the knowledge of the Company, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Reports and none of the Company are SEC Reports is the subject of ongoing SEC review or investigation. (b) The chief executive officer and principal financial officer of the Company have made all certifications required to file periodic reports with by Section 302 and Section 906 of the SEC under S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the Exchange Actrules and regulations promulgated thereunder by the SEC, and the statements contained in any such certificates were complete and correct when made.

SEC Reports. (a) Since January 1, 2014, Parent has timely filed all reports, schedules, forms, statements, exhibits and other filings, together with any amendments required to be made with respect thereto, that it has been required to file with the date the Company became subject SEC pursuant to the reporting requirements of the Exchange ActAct (collectively and together with all documents filed on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the Company has filed all required forms, reports and documents “SEC Reports”). As of the respective dates of their filing with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and , the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which have Reports complied as of their respective filing dates in all material respects with all applicable requirements the rules and regulations of the Securities Act of 1933 (the "SECURITIES ACT") and SEC under the Exchange Act, and the rules promulgated thereunder. None none of the Company SEC Documents at Reports, as of the time filed respective dates of their filing 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 light of the circumstances under which they were made, made therein not misleading. (b) The financial statements of the Company included and notes contained or incorporated by reference in the Company SEC Documents Reports (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto“Parent Financials”), were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Parent as of the dates thereof and the consolidated results of their operations Parent’s operations, changes in shareholders’ equity, and cash flows then ended and for the periods then ended referred to in such financial statements, all in accordance with (i) Applicable Accounting Standards applied on a consistent basis throughout the periods involved and include(ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of any unaudited interim quarterly financial statementsstatements to the extent permitted by Regulation S-X or Regulation S-K, reasonable accruals for normal year-end adjustmentsas applicable). No subsidiaries Parent is in compliance in all material respects with the applicable listing requirements of the Company are New York Stock Exchange and Parent has not received written notice from the New York Stock Exchange regarding any failure to so comply. (c) Except as and to the extent reflected or reserved against in the Parent Financials, as of the date of such Parent Financials, Parent had not incurred any Liabilities or obligations of the type required to file periodic reports be reflected on a balance sheet in accordance with Applicable Accounting Standards that was not adequately reflected or reserved on or provided for in the SEC under the Exchange ActParent Financials.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required reports, schedules, forms, reports statements, and other documents with the Securities and Exchange Commission (the "SEC") required to be [since October 31, 2000, the date of the Company's latest Form 10-Q] (together with other documents that revise or supersede earlier filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectivelydocuments, the "COMPANY SEC DOCUMENTSReports"), all . The Company has delivered or made available to the Investors true and complete copies of which have complied as the SEC Reports. As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable the requirements of the Securities 1933 Act of 1933 (or the "SECURITIES ACT") and 1934 Act, as the Exchange Actcase may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such SEC Reports. None of the Company SEC Documents at the time filed Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed Reports complied as to form of their respective dates of filing with the SEC in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10Regulation S-Q of X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (and includesubject, in the case of any unaudited interim financial statements, reasonable accruals for to normal year-end audit adjustments). No subsidiaries As of the date hereof, the Company are has on a timely basis made all filings required to file periodic reports be made by the Company with the SEC under the Exchange ActSEC.

SEC Reports. (a) Since the date the Company became subject to the reporting requirements of the Exchange Act, the The Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC"). (i) required The Company has made available to be Investor, in the form filed with the SEC, the Company's (A) quarterly reports on Form 10-Q filed by it pursuant to the federal securities laws and Company with the SEC rules since January 1, 1998, (B) all current reports on Form 8-K, (C) all information statements on Form 14C, and regulations thereunder (collectivelyD) all registration statements filed by the Company with the SEC since January 1, 1998 (collectively and as amended as required, including the exhibits thereto, the "COMPANY SEC DOCUMENTSReports"), all of which have complied as . As of their respective filing dates dates, the SEC Reports complied in all material respects with all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and each as in effect on the rules promulgated thereunderdates such SEC Reports were filed. None As of their respective dates, none of the Company SEC Documents at the time filed Reports, including, without limitation, any financial statements or schedules included 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 light of the circumstances under which they were made, not misleading. (bii) No subsidiary of the Company is required, as of the date hereof, to file any form, report, or other document with the SEC under Section 12 of the Exchange Act. (iii) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form Reports fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, were prepared in accordance conformity with generally accepted accounting principles (exceptset forth in opinions and pronouncements of the Financial Accounting Standards Board and of the Accounting Principles Board of the American Institute of Certified Public Accountants or by such other entity as may be approved by a significant segment of the United States accounting profession, in each case as the case of unaudited statements, same are applicable to the circumstances as permitted by Form 10-Q of the SECdate of determination ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects ), the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the their consolidated results of their operations and cash flows for the periods then ended (and include, subject to normal year-end adjustments in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No The Company has heretofore made available or promptly will make available to Investor a complete and correct copy of any amendments or modifications, which are required to be filed with the SEC but have not yet been filed with the SEC, to the SEC Reports. (b) Except as set forth in Schedule 2.6(b) hereto, the Company and its subsidiaries have no liabilities of any nature (whether accrued, absolute, contingent or otherwise), except for: (i) liabilities set forth in the audited balance sheet of the Company are required to file periodic reports dated June 30, 1998 or on the notes thereto, contained in the Company's quarterly report on Form 10-Q for the quarterly period ended June 30, 1998; (ii) liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1998; and (iii) liabilities which would not, individually or in the SEC under the Exchange Actaggregate, have a Company Material Adverse Effect.

SEC Reports. (a) Since the date the Company became subject The Parent (i) has timely filed or furnished all reports, registration statements, proxy statements, prospectuses, and other materials, together with any amendments required to be made with respect thereto, that it was required to file with or furnish to the reporting requirements of Commission pursuant to the Securities Act or the Exchange Act, the Company has filed and all required formssuch reports, reports registration statements, proxy statements, prospectuses, other materials, and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "COMPANY SEC DOCUMENTS"), all of which amendments have complied as of their respective filing dates in all material respects with all applicable legal requirements relating thereto, and (ii) has paid all fees and assessments due and payable in connection therewith. (b) An accurate and complete copy of each final registration statement, prospectus, report, schedule, and definitive proxy statement filed with or furnished to the SEC by the Parent pursuant to the Securities Act or the Exchange Act and prior to the date of 1933 this Agreement (the "SECURITIES ACT"“Parent SEC Reports”) and the Exchange Actis publicly available. No Parent SEC Report, and the rules promulgated thereunder. None of the Company SEC Documents at the time filed, furnished, or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), and considering all amendments to any Parent SEC Report filed prior to the date hereof, 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 made therein, in light of the circumstances under in which they were made, not misleading. , except that information filed as of a later date (bbut before the date of this Agreement) The financial statements shall be deemed to modify information as of an earlier date. As of their respective dates, all of the Company included in the Company Parent SEC Documents (including the notes thereto) at the time filed Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q . No executive officer of the SEC) applied on a consistent basis during Parent has failed in any respect to make the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position certifications required of him or her under Section 302 or 906 of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal yearS▇▇▇▇▇▇▇-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange ▇▇▇▇▇ Act.