Common use of SEC Reports Clause in Contracts

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent (a) Holdings has filed and made available to Seller via ▇▇▇▇▇ all reports, forms, reports registrations, schedules, statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein 1997 (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent "Holdings SEC Reports.” The Purchaser Parent "). As of their respective dates, the Holdings SEC Reports (a) were filed on a timely basis, (b) comply complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the applicable rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except promulgated thereunder. Except to the extent corrected that information contained in any Filed Holdings SEC Report has been revised, amended or superseded by a subsequent Purchaser Parent later Filed Holdings SEC Report), (i) in none of the case of any registration statementFiled Holdings SEC Reports, contain when filed, contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made herein with respect to any information relating to the Company and its subsidiaries. For purposes of this Agreement, the Holdings SEC Reports filed and publicly available prior to the date of this Agreement (as revised, amended or superseded by the Holdings SEC Reports filed and publicly available prior to the date of this Agreement) are hereinafter referred to as the "Filed Holdings SEC Reports." (b) Worldwide has filed all reports, forms, registrations, schedules, statements and other documents required to be filed by it with the SEC since January 1, 1997 (the "Worldwide SEC Reports"). As of their respective dates, the financial statements included in the Purchaser Parent Worldwide SEC Reports (x) comply complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable accounting requirements and with the published rules and regulations promulgated thereunder. Except to the extent that information contained in any Filed Worldwide SEC Report has been revised, amended or superseded by a later Filed Worldwide SEC Report, none of the Securities and Exchange Commission Filed Worldwide SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made herein with respect theretoto any information relating to the Company and its subsidiaries. For purposes of this Agreement, the Worldwide SEC Reports filed and publicly available prior to the date of this Agreement (yas amended, revised or superseded by the Worldwide SEC Reports filed and publicly available prior to the date of this Agreement) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during are hereinafter referred to as the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended"Filed Worldwide SEC Reports."

SEC Reports. Purchaser Parent Other than as disclosed in the SEC Reports (with respect to a potential late filing of a Form 8-K on June 27, 2017, about which the Company is engaged in discussions with the SEC), the Company has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with it under the Securities and Exchange Commission under Act of 1934 (the “Exchange Act, since January 1, 2019. All such forms, reports and other documents”), including any audited pursuant to Section 13(a) or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after 15(d) thereof, for the 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 prior to the Closing Date) are documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed ”), on a timely basisbasis 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 their respective filing dates, (b) comply or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at as amended from time to time, 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 time statements therein, in light of the circumstances under which they were filed made, not misleading. All material agreements to which the Company or any subsidiary is a party or to which the property or assets of the Company or any of its subsidiaries are subject are included as part of or specifically identified in the SEC Reports. The private placement memorandum (except the “PPM”) prepared in connection with the offering contemplated by this Agreement and delivered to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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, the The financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States U.S. 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)principles, and (z) 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 Purchaser Parent the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Reports. Purchaser Parent (a) It has timely filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by it with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 20192012 (collectively, the “SEC Reports”). All such formsIts SEC Reports, reports and other documents, including any audited as filed with or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior furnished to the Closing DateSEC: (i) are referred complied as to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply form in all material respects with the applicable requirements of the Exchange Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act; (ii) were prepared in all material respects in accordance with the respective requirements of the Securities Act, the Exchange Act and Exchange Commission thereunder other applicable Laws; and (ciii) did not, at the time they were filed (except to filed, or if amended or restated, at the extent corrected time of such later amendment or superseded by a subsequent Purchaser Parent SEC Report)restatement, (i) in the case of any registration statementand at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading. None of its Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the financial statements included in date of the Purchaser Parent last such amendment, its SEC Reports (x) comply Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable accounting requirements and with the published rules and regulations promulgated thereunder. As of the Securities and Exchange Commission date hereof, there are no outstanding or unresolved written comments from the SEC with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q its SEC Reports. As of the Securities and Exchange Commission)date hereof, and (z) fairly present (subject in the case of unaudited statements to normalits Knowledge, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results none of its operations and cash flows for SEC Reports filed on or prior to the periods then endeddate hereof is the subject of ongoing SEC review.

SEC Reports. Purchaser Parent has Whether or not required by the SEC, so long as any Securities are outstanding, the Company will furnish to the Holders of Securities, within the time periods specified in the SEC’s rules and regulations for a company that is subject to Section 13(a) or 15(d) of the Exchange Act: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC 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” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed and made available with the SEC on Form 8-K if the Company were required to Seller via file such reports; provided that any such above information or reports filed with the ▇▇▇▇▇ system of the SEC (or successor system) and available publicly on the Internet shall be deemed to be furnished to the Holders of Securities. The quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Company’s Unrestricted Subsidiaries. In addition, whether or not required by the SEC, the Company will file a copy of all forms, of the information and reports referred to in clauses (1) and other documents publicly filed by Purchaser Parent (2) above with the Securities and Exchange Commission under SEC for public availability within the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after time periods specified in the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. The Company and the Subsidiary Guarantors have agreed that, for so long as any Securities remain outstanding, the Company and the Subsidiary Guarantors will furnish to Holders of the Securities and Exchange Commission thereunder securities analysts and (c) did notprospective investors, at upon their request, the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact information required to be stated therein or necessary delivered pursuant to make the statements therein not misleading or (iiRule 144A(d)(4) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedAct.

SEC Reports. Purchaser (a) Parent has timely filed and made available to Seller via ▇▇▇▇▇ all required reports, schedules, forms, reports statements and other documents publicly filed by Purchaser Parent (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 20191999 (the "PARENT SEC DOCUMENTS"). All such formsAs of their respective dates, reports and other documentsthe Parent SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file SEC Documents filed after the date hereof and prior to of this Agreement until the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisClosing, (b) complied or will comply in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the regulations enacted thereunder, as applicable, as the case may be, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder and (c) did not, at the time they were filed (except applicable to the extent corrected or superseded by a subsequent Purchaser such Parent SEC Report)Documents, (i) in and none of the case of any registration statement, contain Parent SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent 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. (b) The financial statements of Parent included in the Parent SEC Documents filed since January 1, 1999 and in any Parent SEC Documents filed after the date of this Agreement until the Closing (including any related notes) complied or will comply as to form in all material respects, as of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and dates of filing with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were thereto and have been or will have been prepared in accordance with United States generally accepted accounting principles 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities thereto) and Exchange Commission), and (z) 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 Purchaser Parent and its consolidated subsidiaries as of the dates thereof and the consolidated balance sheets, results of its their operations and cash flows for the periods then endedindicated (subject, in the case of unaudited statements, to normal recurring year end audit adjustments which were not or are not expected to be material in amount). The balance sheet of Parent dated September 30, 2000 contained in Parent's quarterly report on Form 10-Q for the period ended September 30, 2000 is hereinafter referred to as the (the "PARENT BALANCE SHEET"). (c) Parent has furnished to Seller a complete, and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with In the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those event that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as occurs concurrent with or following consummation of the “Reorganization and the IPO, then Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports makes the following representations at Closing: (a) were filed Ranger, Inc. has filed, on a timely basis, all registration statements, prospectuses, schedules, forms, reports and documents (bcollectively, the “Ranger, Inc. SEC Documents”) comply in all material respects with the applicable requirements of SEC required to be filed by it pursuant to the Exchange Act federal securities laws and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did notSEC thereunder, at the time they were filed (except to the extent corrected all of which have complied as of their respective filing dates, or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementstatements, contain their respective effective dates, in all material respects with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. None of the Ranger, Inc. SEC Documents at the time filed (or in the case of registration statements, solely on the dates of effectiveness) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As , except for such statements, if any, as have been modified by subsequent filings prior to the date hereof. (b) The consolidated balance sheets and related consolidated statements of their respective datesincome, stockholders’ equity and cash flows (including the financial statements related notes and schedules thereto) of Ranger, Inc. included in the Purchaser Parent Ranger, Inc. SEC Reports (x) comply Documents complied as to form, at the time filed, in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) . Such materials were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, and include in the case of unaudited statementsinterim financial statements all necessary adjustments, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q are in accordance with the books and records of the Securities Ranger, Inc., which books and Exchange Commission), records are complete and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) accurate in all material respects respects, and present fairly the consolidated financial position of Purchaser Parent Ranger, Inc. as of the dates thereof and the their respective dates. The consolidated results of its operations income and cash flows for the periods then endedpresented in the Ranger, Inc. SEC Documents are in conformity with GAAP applied on a consistent basis, except as otherwise noted therein or as permitted under the Securities Act or the Exchange Act, as applicable. Since the Ranger Balance Sheet Date, neither Ranger, Inc. nor any of its subsidiaries has incurred any liabilities or obligations, (including any off-balance sheet obligations) whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due, except (i) as and to the extent set forth on the audited balance sheet of Ranger, Inc. as at the Ranger Balance Sheet Date, (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after the Ranger Balance Sheet Date in the ordinary course of business and consistent with past practice, or (iv) as described in the Ranger, Inc. SEC Documents, including but not limited to acquisitions described therein. (c) There is and has been no failure on the part of Purchaser to comply in all material respects with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated in connection therewith, in each case that are effective and applicable to Purchaser at the Closing.

SEC Reports. Purchaser (a) Parent has timely filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 20192004 (collectively, the “Parent SEC Reports”), all of which, at the time of filing thereof (except as and to the extent such Parent SEC Report has been modified or superseded in any subsequent Parent SEC Report filed and publicly available prior to the date of this Agreement) complied in all material respects with all applicable requirements of the Securities Laws applicable to such Parent SEC Reports. All such formsAs of their respective dates (except as and to the extent modified or superseded in any subsequent Parent SEC Report filed and publicly available prior to the date of this Agreement, reports and in the case of Parent SEC Reports filed prior to the date hereof, or prior to the Effective Time, in the case of subsequently-filed Parent SEC Reports), none of Parent SEC Reports at the time of filing contained, nor will any report, schedule, form, statement or other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser document filed by Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisEffective Time contain, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit omitted, or will omit, to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the consolidated financial statements of Parent included or incorporated by reference in the Purchaser Parent SEC Reports (x) complied, or will comply if filed after the date hereof, in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were have been, or will be if filed after the date hereof, prepared in accordance with United States generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC 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 orthereto) and fairly presented, or will fairly present if filed after the date hereof, in accordance with the case applicable requirements of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q GAAP and the applicable rules and regulations of the Securities SEC, the assets, liabilities and Exchange Commission), and (z) 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 Purchaser Parent and the Subsidiaries of Parent taken as a whole, as of the dates thereof and the consolidated results of its operations operations, stockholders’ equity and cash flows for the periods then endedended (except, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act, which are subject to normal, recurring adjustments, none of which are material). (b) There are no liabilities of Parent or any Subsidiaries of Parent of any kind whatsoever, whether or not accrued and whether or not contingent or absolute or determined, other than (i) liabilities disclosed or reserved against or provided for on the face of the audited balance sheet (or as disclosed in the notes thereto) in the most recent consolidated financial statements of Parent included in the Parent SEC Reports filed prior to the date hereof (the “Parent Balance Sheet”), (ii) liabilities incurred on behalf of Parent or any Subsidiary of Parent 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 Parent Balance Sheet and as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (c) The management of Parent has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including the consolidated Subsidiaries of Parent, is made known to the management of Parent, and (ii) has disclosed, based on its most recent evaluation, to Parent’s outside auditors and the audit committee of the Parent 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 Parent’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 Parent’s or any Subsidiary of Parent’s internal controls over financial reporting. (d) Parent has not identified any material weaknesses in the design or operation of Parent’s internal control over financial reporting. To the knowledge of Parent, 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. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since (a) Since January 1, 2019. All , the Company has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the 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 (all such forms, reports reports, schedules, statements and other documents, including any audited or unaudited exhibits, financial statements and any notes schedules thereto or schedules included and all other information incorporated therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as amendments and supplements thereto the “Purchaser Parent Company SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply Each Company SEC Report complied as of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseded filing, or, in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act, as of its effective date), as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations with all applicable provisions of the Securities and Exchange Commission thereunder and S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such Company SEC Report was filed. (c) did notAs of its filing date (or, at the time they were filed (except to the extent corrected if amended or superseded by a subsequent Purchaser Parent SEC Report)filing, (i) on the date of such amended or superseded filing, or, in the case of any Company SEC Report that is a registration statementstatement filed pursuant to the Securities Act, as of its effective date), each Company SEC Report did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (d) As of their respective datesthe date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the financial statements included in staff of the Purchaser Parent SEC received by the Company relating to the Company SEC Reports or any registration statement filed by the Company with the SEC and (xii) comply to the Company’s Knowledge, no Company SEC Report nor any registration statement filed by the Company with the SEC is the subject of ongoing SEC review. (e) The Company is, and since January 1, 2019, has been, in compliance in all material respects with (i) the applicable accounting requirements provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and with (ii) the published applicable listing and corporate governance rules and regulations of Nasdaq. (f) No Subsidiary of the Securities and Exchange Commission with respect thereto, (y) 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, Company is subject to normal year-end audit adjustments the reporting requirements of Section 13(a) or otherwise as permitted by Form 10-Q Section 15(d) of the Securities Exchange Act. (g) Since January 1, 2019, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Commission)Act and Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and Nasdaq, and (z) fairly present (subject at the time of filing or submission of each such certification, the statements contained in the case of unaudited statements to normal, recurring each such certification were true and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent accurate as of the dates thereof and date thereof. Since January 1, 2019, neither the consolidated results Company nor any of its operations executive officers has received any written notice from the SEC or any other Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing such certifications. For purposes of this Agreement, “principal executive officer” and cash flows for “principal financial officer” shall have the periods then endedmeanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Reports. Purchaser Parent The Company has timely filed and made available to Seller via ▇▇▇▇▇ or furnished, as applicable, all reports, proxy statements, schedules, forms, reports statements, certifications and other documents publicly (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by Purchaser Parent with the Company under the Securities Exchange Act of 1934, as amended, and Exchange Commission under the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior Super 8-K when filed will be substantially identical to the Closing DateDraft Super 8-K (as defined below) are referred to herein as and will comply, and the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) at the time they were filed on a timely basiscomplied, (b) comply in all material respects with the applicable requirements of Securities Act or the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and Act, as applicable. There are no Contracts (c) did notor any material change or amendment thereto, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case any waiver of any registration statement, contain any untrue statement of a material fact or omit to state a material fact right thereunder) that are required to be stated therein or necessary to make the statements therein not misleading or (ii) described in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit will be required to state a material fact necessary in order to make the statements therein, be described in the light of the circumstances under which they Super 8-K that were madeor are not described, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect theretorespects, (y) 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 therein or, in the case of unaudited statementsContracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to normal year-end audit adjustments the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise as permitted by Form 10-Q of relating to the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results Company or any of its operations and cash flows for the periods then endedSubsidiaries.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Company under the Securities Act and Exchange Commission under the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the two years preceding the date hereof and prior (or such shorter period as the Company was required by law or regulation to file such material) (the Closing Date) are foregoing materials, including the exhibits thereto, documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent SEC Reports.” ”). The Purchaser Parent Company is current with its filing obligations under the Exchange Act and all SEC Reports (a) were Documents have been filed on a timely basisbasis or the Company has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company represents and warrants that true and complete copies of the SEC Documents are available on the Commission’s website (▇▇▇.▇▇▇.▇▇▇) at no charge to Purchaser, (b) comply and Purchaser acknowledges that it may retrieve all SEC Documents from such website and Purchaser’s access to such SEC Documents through such website shall constitute delivery of the SEC Documents to Purchaser; provided, however, that if Purchaser is unable to obtain any of such SEC Documents from such website at no charge, as result of such website not being available or any other reason beyond Purchaser’s control, then upon request from Purchaser, the Company shall deliver to Purchaser true and complete copies of such SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Exchange Act Act, and the rules and regulations none of the Securities and Exchange Commission thereunder and (c) did notSEC Documents, at the time they were filed (except to with the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)Commission, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable Law (ii) except as such statements have been amended or updated in subsequent filings prior the date hereof, which amendments or updates are also part of the SEC Documents). To the knowledge of the Company and its officers, no other information provided by or on behalf of the Company to Purchaser which is not included in the case of Purchaser Parent SEC Reports other than registration statements, include Documents contains any untrue statement of a material fact or omit omits to state a any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser The Company has had access through publicly-available information to (i) Parent’s Annual Report on Form 10-K for the year ended March 30, 2003, as filed with the SEC (the “Parent has 10-K”), (ii) its quarterly report on Form 10-Q for the quarter ended June 30, 2003, as filed with the SEC (the “Parent 10-Q”), (iii) all proxy statements relating to Parent’s meetings of shareholders held or to be held after April 1, 2003 and made available to Seller via ▇▇▇▇▇ (iii) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC under the Exchange Act, Act or the Securities Act since January April 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein 2000 (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser ”). As of their respective dates, such documents complied, and all documents filed by Parent with the SEC Reports (a) were filed on a timely basisunder the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, (b) comply in all material respects with the applicable SEC requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementdocuments filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as set forth in Section 3.5 of their respective datesthe Parent Disclosure Schedule, the financial statements included in the Purchaser all Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and have been timely filed with the published rules SEC and regulations constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 1, 2000. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is required to file any form, report or other document with the SEC. The certifications of the Securities chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Commission Act with respect theretoto the Parent SEC Reports, (y) were prepared as applicable, are true and correct as of the date of this Agreement, as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with United States generally accepted accounting principles applied on a consistent basis during their terms and has otherwise operated in compliance with the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q requirements under Rules 13a-15 and 15d-15 of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedAct.

SEC Reports. Purchaser Parent Acquiror has filed on a timely basis all forms, reports, statements, certifications and made other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since January 1, 2017 (all such forms, reports, statements, certificates and other documents filed since January 1, 2017, collectively, the “Acquiror SEC Reports”). A true and complete copy of each Acquiror SEC Report is available to Seller via on the website maintained by the SEC at ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent ://▇▇▇.▇▇▇.▇▇▇. As of their respective dates of filing with the Securities and Exchange Commission under SEC (or, to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited extent amended or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and superseded by a subsequent filing prior to the Closing Date) are referred date hereof, as of the date of such subsequent filing made prior to herein as the “Purchaser Parent date hereof), each of the Acquiror SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply as amended prior to the date of this Agreement, complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder and other applicable Legal Requirement, each as in effect on the date of any such filing. (a) None of the Securities and Exchange Commission thereunder and (c) did notAcquiror SEC Reports contained, at the time they were when filed (except or, to the extent corrected amended or superseded by a subsequent Purchaser Parent SEC Reportfiling, as of the date of such subsequent filing), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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 datesthe date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Acquiror SEC Reports and, to the knowledge of Acquiror, none of the Acquiror SEC Reports is the subject of ongoing SEC review. Since September 28, 2016, Acquiror has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (b) Each of the financial statements included in (i) the Purchaser Parent Form 10-K, filed by Acquiror with the SEC Reports on February 17, 2017 (xas subsequently amended on April 28, 2017) comply or (ii) the Forms 10-Q filed by the Acquiror with the SEC on each of May 5, 2017, August 3, 2017 and October 31, 2017 (including the related notes, where applicable) fairly presented the consolidated financial position of Acquiror and its Subsidiaries and the results of the consolidated statements of operations, changes in stockholders’ equity and cash flows of Acquiror and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject, in the case of the unaudited financial statements, to normal recurring adjustments which were not or are not expected to be material in nature or amount). Each of such financial statements (including the related notes, where applicable), complied at the applicable time of filing 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) in all material respects with the applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto and each of such financial statements (including the related notes, (ywhere applicable) were has been prepared in accordance with United States generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of the unaudited statements, subject to financial statements for the absence of footnotes and normal year-end audit adjustments or otherwise as permitted by Form 10-Q the rules and regulations of the Securities and Exchange Commission)SEC. (c) Since September 28, and (z) fairly present (subject in the case of unaudited statements to normal2016, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as each of the dates thereof chief executive officer of Acquiror and the consolidated results chief financial officer of its operations Acquiror (or each former chief executive officer of Acquiror and cash flows for each former chief financial officer of Acquiror, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the periods then endedExchange Act and Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the Acquiror SEC Reports.

SEC Reports. Purchaser Parent (a) LXRT has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by LXRT under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which LXRT is a party or to which the property or assets of their respective datesLXRT are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of LXRT included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent LXRT as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The disclosure set forth in the SEC Reports and Registration Statements regarding LXRT’s business is current and complete and accurately reflects operations of LXRT as it exists as of the date hereof. There is no order issued by the SEC suspending the effectiveness of any outstanding Registration Statement and there are no proceedings for that purpose that have been initiated or threatened by the SEC.

SEC Reports. Purchaser (a) Parent has timely filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by Parent with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2019. All such forms2012 (collectively, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” ”). The Purchaser Parent SEC Reports (a) were Reports, as filed on a timely basiswith or furnished to the SEC, (bi) comply complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder other applicable Laws and (ciii) did not, at the time they were filed (except to filed, or if amended or restated, at the extent corrected time of such later amendment or superseded by a subsequent Purchaser Parent SEC Report)restatement, (i) in the case of any registration statementand at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading. No Subsidiary of Parent is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the financial statements included in date of the Purchaser last such amendment, the Parent SEC Reports (x) comply Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable accounting requirements and with the published rules and regulations promulgated thereunder. As of the Securities and Exchange Commission date hereof, there are no outstanding or unresolved written comments from the SEC with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during to the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q Parent SEC Reports. As of the Securities and Exchange Commission)date hereof, and (z) fairly present (subject in to the case Knowledge of unaudited statements to normalParent, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as none of the dates thereof and Parent SEC Reports filed on or prior to the consolidated results date hereof is the subject of its operations and cash flows for the periods then endedongoing SEC review.

SEC Reports. Purchaser Parent has filed and made available Whether or not the Company is subject to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under reporting requirements of Section 13 or 15(d) of the Exchange Act, since January 1, 2019. All the Company will file with the SEC (subject to the next sentence) and provide the Trustee and Securityholders with such forms, annual reports and other documentsreports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, including any audited or unaudited financial statements such reports to be so filed and any notes thereto or schedules included therein (including those provided that Purchaser Parent may file after the date hereof times specified for the filings of such reports under such Sections and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply containing in all material respects with respects, all the applicable information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. Notwithstanding the foregoing, the Company may satisfy such requirements prior to the effectiveness of a registration statement (the "Exchange Offer Registration Statement") filed with the SEC with respect to a registered offer to exchange Securities for new securities of the Company having terms substantially identical in all material respects to the Securities exchanged therefor (except that the Exchange Securities will not contain terms with respect to transfer restrictions) or a shelf registration statement (a "Shelf Registration Statement") filed with the SEC covering resales of Securities or Exchange Securities, as the case may be, by filing with the SEC the Exchange Offer Registration Statement or Shelf Registration Statement, to the extent that any such Registration Statement contains substantially the same information as would be required to be filed by the Company if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and Securityholders with such registration statement (and any amendments thereto) promptly following the filing thereof. In addition, in the event that: (a) the rules and regulations of the Securities and Exchange Commission thereunder and SEC permit a parent entity to report at such parent entity's level on a consolidated basis, and (cb) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) such parent entity is not engaged in the case of any registration statement, contain business in any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports respect other than registration statements, include any untrue statement of a material fact or omit incidental to state a material fact necessary in order to make the statements therein, in the light its ownership of the circumstances under which they were madeCapital Stock of the Company, not misleadingsuch consolidated reporting by such parent entity in a manner consistent with that described in this Section 4.02 for the Company will satisfy this Section 4.02. As At any time that any of their respective datesthe Company's Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements included or in the Purchaser Parent SEC Reports (x) comply footnotes thereto, and in all material respects with applicable accounting requirements "Management's Discussion and with Analysis of Financial Condition and Results of Operations," of the published rules financial condition and regulations results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company shall furnish to the Holder of the Securities and Exchange Commission with respect theretoto prospective investors, (yupon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of under the Securities and Exchange CommissionAct so long as any Securities are not freely transferable under the Securities Act. The Company also shall comply with the other provisions of TIA Section 314(a), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser (a) Parent has filed with the SEC, and has heretofore made available to Seller via ▇▇▇▇▇ Parent true and complete copies of, all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange ActSEC (collectively, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of its respective date, each Parent SEC Report complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act, as the case may be, and, to the extent not included in the Securities Act or the Securities Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder and (c) did not, at the time they were filed (except applicable to the extent corrected or superseded by a subsequent Purchaser such Parent SEC Report), (i) in the case of any registration statement, and did not when filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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, the . (c) The financial statements of Parent included in the Purchaser Parent SEC Reports (x) comply when filed complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and fairly presented the financial position of Parent as of the dates thereof and the results of its operations, cash flows and stockholders’ equity (deficit) for the periods shown (subject, in the case of unaudited statements, subject to the absence of certain notes to the financial statements and to normal year-end audit adjustments or otherwise as permitted by Form 10-Q adjustments). (d) Each of the Securities principal executive officer of Parent and Exchange Commission)the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and (z) fairly present (subject 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules an regulations of the SEC promulgated thereunder with respect to the Parent SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the case of unaudited statements to normal, recurring and year▇▇▇▇▇▇▇▇-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended▇▇▇▇▇ Act.

SEC Reports. Purchaser Parent Except as set forth on Part 2.4 of the Beacon Disclosure Schedule: (a) Beacon has on a timely basis filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly required to be filed by Purchaser Parent it with the SEC since October 21, 2000 (such documents, as supplemented or amended since the time of filing, the “Beacon SEC Reports”). The Beacon SEC Reports (i) were or will be prepared in accordance with the requirements of the Securities Act and Exchange Commission under the Exchange Act, since January 1as the case may be, 2019. All such formsand, reports and other documentsto the extent then applicable, SOX, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisin each case, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder thereunder, and (cii) except to the extent that information contained in any Beacon SEC Reports has been revised, modified or superseded (prior to the date of this Agreement) by a later filed Beacon SEC Report, did not, not at the time they were filed (except to with the extent corrected SEC, or superseded by a subsequent Purchaser Parent SEC Report), (i) in will not at the case of any registration statementtime they are filed with the SEC, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesthe date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Beacon SEC Reports. No Subsidiary of Beacon is or has been required to file any form, report, registration statement or other document with the SEC. Beacon maintains disclosure controls and procedures required by Rules 13a-15 or 15d-15 under the Exchange Act; and such controls and procedures are designed to ensure that all material information concerning Beacon and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Beacon’s filings with the SEC and other public disclosure documents. As used in this Section 2.4, the financial statements included 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 Purchaser Parent SEC. Except for the periods as to which Beacon SEC Reports have not been delivered as noted on Part 2.4 of the Beacon Disclosure Schedule, with respect to Beacon’s Annual Report on Form 10-K for each fiscal year of Beacon beginning on or after June 30, 2001 and Beacon’s Quarterly Reports on Form 10-Q for each of the first three (x3) comply fiscal quarters in each of such fiscal years of Beacon, all material respects certifications and statements with applicable accounting requirements respect thereto and with required by Rules 13a-14 and 15d-14 under the published Exchange Act and Sections 302 and 906 of SOX, and the rules and regulations of the Securities SEC promulgated thereunder, complied with such rules and regulations and the statements contained in such certification statements were true and correct as of the date of the filing thereof. (b) Since October 1, 2010, neither Beacon nor any of its Subsidiaries or, to Beacon’s Knowledge, any Representative of Beacon or any of its Subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Beacon or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that Beacon or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (c) Except as set forth in the Beacon SEC Reports, through and including the period ending June 30, 2012, the Beacon Corporations 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 Commission with respect thereto, (yAct) were prepared sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP, including, without limitation, that (except i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as may be indicated necessary to permit preparation of financial statements in the notes thereto orconformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in the case of unaudited statements, subject to normal year-end audit adjustments accordance with management’s general or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)specific authorization, and (ziv) fairly present (subject in the case recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Beacon’s officers have evaluated the effectiveness of unaudited statements to normal, recurring Beacon’s controls and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent procedures as of the dates thereof date of filing of the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). Except as set forth in the Beacon SEC Reports, as of the Evaluation Date, (A) there had not been any changes in the Beacon Corporations’ internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Beacon Corporations’ internal control over financial reporting; and (B) all significant deficiencies and material weaknesses in the design or operation of the Beacon Corporations’ internal control over financial reporting which are reasonably likely to adversely affect the Beacon Corporations’ ability to record, process, summarize and report financial information had been disclosed to Beacon’s outside auditors and the consolidated results audit committee of its operations and cash flows for Beacon’s board of directors. Since the periods then endedEvaluation Date, there has not been any fraud, whether or not material, committed by Beacon’s management or other employees who have a significant role in the Beacon Corporations’ internal control over financial reporting.

SEC Reports. Purchaser Parent (a) It has timely filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by it with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 20192012 (collectively, the “SEC Reports”). All such formsIts SEC Reports, reports and other documents, including any audited as filed with or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior furnished to the Closing DateSEC: (i) are referred complied as to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, (ii) were prepared in all material respects in accordance with the respective requirements of the Securities Act, the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder other applicable Laws and (ciii) did not, at the time they were filed (except to filed, or if amended or restated, at the extent corrected time of such later amendment or superseded by a subsequent Purchaser Parent SEC Report)restatement, (i) in the case of any registration statementand at their respective effective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading. None of its Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the financial statements included in date of the Purchaser Parent last such amendment, its SEC Reports (x) comply Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable accounting requirements and with the published rules and regulations promulgated thereunder. As of the Securities and Exchange Commission date hereof, there are no outstanding or unresolved written comments from the SEC with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q its SEC Reports. As of the Securities and Exchange Commission)date hereof, and (z) fairly present (subject in the case of unaudited statements to normalits Knowledge, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results none of its operations and cash flows for SEC Reports filed on or prior to the periods then endeddate hereof is the subject of ongoing SEC review.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission Company under the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the two years preceding the date hereof (the foregoing materials, including the exhibits thereto and prior to the Closing Date) are documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a”) were filed on a timely basisbasis 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. Other than as disclosed to the Purchasers with respect to the calculation of the Company’s fully-diluted earnings per share, (b) comply as of their respective dates, the SEC Reports complied in all material respects with the applicable requirements of the Exchange Act Act, as applicable, and the rules and regulations none of the Securities and Exchange Commission thereunder and (c) did notSEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Other than as disclosed to the Purchasers with respect to the calculation of their respective datesthe Company’s fully-diluted earnings per share, the financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect theretothereto as in effect at the time of filing. Other than as disclosed to the Purchasers with respect to the calculation of the Company’s fully-diluted earnings per share, (y) were such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto or, in and except to the case of extent that unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted financial statements may not contain all footnotes required by Form 10-Q of the Securities and Exchange Commission)GAAP, and (z) such statements 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 Purchaser Parent the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The Company’s independent registered public accounting firm is identified in the Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (the “2012 Form 10-K”), and such accounting firm is a registered public accounting firm as required by the Exchange Act.

SEC Reports. Purchaser Parent Except as set forth in Section 4.8 of the Company Disclosure Schedule, the Company has timely filed (and, from the date hereof until the Closing Date, will timely file) all required forms and made available reports (and all certificates required pursuant to Seller via the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent Act of 2002 (“SOX”)) with the Securities SEC since December 31, 2003 (collectively, the “Company SEC Reports”), all of which were (and Exchange Commission under will be) prepared in all material respects in accordance with the applicable requirements of the Exchange Act, since January 1, 2019. All such forms, reports the Securities Act and other documents, including any audited or unaudited financial statements the rules and any notes thereto or schedules included therein regulations promulgated thereunder (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent Securities Laws”). As of their respective dates, the Company SEC Reports (a) were filed on a timely basis, (b) comply complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Laws and (cb) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements consolidated balance sheets of the Company included in or incorporated by reference into the Purchaser Parent Company SEC Reports (xincluding the related notes and schedules) comply complied as to form, as of their report filing dates, in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities Laws and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presents in all material respects the consolidated financial position of Purchaser Parent the Company and the Company Subsidiaries as of the dates thereof its date and each of the consolidated results statements of its operations income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods then endedset forth therein, in each case in accordance with 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 Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect. To the knowledge of the Company, there are no outstanding and unresolved comments from the SEC with respect to any of the Company SEC Reports. No Company Subsidiary is required to make any filing with the SEC. The Company has established and maintains a system of “disclosure controls and procedures” and “internal control over financial reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles (“US GAAP”), consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets. As of December 31, 2005, (x) there were no “material weaknesses” (as defined by the Public Company Accounting Oversight Board) and (y) there was no series of multiple “significant deficiencies” (as defined by the Public Company Accounting Oversight Board) that was reasonably likely to collectively represent a “material weakness” in the design or operation of the Company’s internal controls. Since December 31, 2005, neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, the Company’s independent auditors, have identified or been made aware of (A) any material weakness in the system of internal controls utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal controls utilized by the Company and its Subsidiaries or (C) any material claim or allegation regarding any of the foregoing. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the Chief Executive Officer and Chief Financial Officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company has provided Eagles true and complete copies of all management letters received from its independent auditors since December 31, 2003, and if no such management letters have been received, the Company has provided copies of all correspondence from its independent auditors during such period relating to subject matter of the same type as would be included in a management letter. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, known or unknown, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of December 31, 2005 included in the Company’s Annual Report on Form 10-K for the fiscal year ended such date and (ii) liabilities incurred in the ordinary course of business consistent with past practice since such date, none of which are reasonably expected to result in a Material Adverse Effect on the Company.

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since February 5, 2007, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror is a party or to which the property or assets of their respective datesthe Acquiror are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Acquiror was originally organized and operated as a bona fide operating business without any pre-existing plan or strategy that the Acquiror would serve primarily as a merger or acquisition candidate for an unidentified company or companies. On February 5, 2007 the Acquiror filed a Form 10 indicating its shell status. On December 28, 2012, Acquiree, Acquiror, the former majority shareholder of Acquiror and certain Acquiree shareholders completed the Reverse Merger. As a result of the Reverse Merger, Actinium assumed the business and operations of Actinium. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.

SEC Reports. Purchaser Parent has filed and made available Whether or not BZ Holdings is subject to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under reporting requirements of Section 13 or 15(d) of the Exchange Act, since January 1BZ Holdings will file with the SEC (subject to the next sentence), 2019. All and within 10 days after such formsfiling provide the Trustee with, such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. entity subject to such Sections, such reports to be so filed at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and other documentsexhibits required for such reports. If, including at any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior time, BZ Holdings is not subject to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable periodic reporting requirements of the Exchange Act for any reason, BZ Holdings will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required (unless the SEC will not accept such a filing), and promptly after such filings provide such reports to the rules Trustee. BZ Holdings agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, BZ Holdings will post the reports specified above on its website within the time periods that would apply if BZ Holdings were required to file those reports with the SEC. At any time that any of BZ Holdings' Subsidiaries are Unrestricted Subsidiaries, the quarterly and regulations annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the Securities financial statements or in the footnotes thereto, and Exchange Commission thereunder in “Management's Discussion and (c) did notAnalysis of Financial Condition and Results of Operations”, at of the time they were filed (except to financial condition and results of operations of BZ Holdings and its Restricted Subsidiaries separate from the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)financial condition and results of operations of the Unrestricted Subsidiaries of BZ Holdings. Notwithstanding the foregoing, so long as (i) BZ Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and (ii) Parent “beneficial owns” (as that term is defined in Rule 13d-3 and Rule 13d-5 under the case Exchange Act), directly or indirectly, 100% of the total voting power of the Voting Stock of BZ Holdings and no other material assets, and Parent conducts no other material operations, BZ Holdings shall not be required to file the reports and information described above with the SEC under Section 13(a) or 15(d) of the Exchange Act (or any registration statementsuccessor provisions thereto) or provide such reports and information to the Trustee so long as (i) Parent files such reports and information with the SEC, contain (ii) Parent, the Issuers and each Note Guarantor comply with respect to such reports and other information with the requirements set forth in Rule 3-10 of Regulation S-X under the Exchange Act and (iii) the Issuers provide the Trustee and Holders with such reports and information filed by Parent as and when required as provided above. In addition, the Issuers shall furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any untrue statement of a material fact or omit to state a material fact information required to be stated delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as any Notes are not freely transferable under the Securities Act. The Issuers also shall comply with the other provisions of TIA § 314(a). 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 necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements determinable from information contained therein, in including the light of the circumstances under which they were made, not misleading. As Issuers' compliance with any of their respective dates, covenants hereunder (as to which the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied Trustee is entitled to rely exclusively on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange CommissionOfficers' Certificates), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent (a) Monaker has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by Monaker under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which Monaker is a party or to which the property or assets of their respective datesMonaker are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of Monaker included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent Monaker as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The disclosure set forth in the SEC Reports and Registration Statements regarding Monaker’s business is current and complete and accurately reflects operations of Monaker as it exists as of the date hereof. There is no order issued by the SEC suspending the effectiveness of any outstanding Registration Statement and there are no proceedings for that purpose that have been initiated or threatened by the SEC.

SEC Reports. Purchaser Parent (a) NeoTherapeutics has filed and made available all reports required to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly be filed by Purchaser Parent with it under the Securities Act and the Securities Exchange Commission under Act of 1934, as amended (the "Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after ") for the two years preceding the date hereof (collectively, the "SEC Reports") on a timely basis or has received a valid extension of such time for filing and has filed any such SEC Reports prior to the Closing Date) are referred to herein as expiration of such extension. As of their respective dates, the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the Securities and Exchange Commission thereunder applicable to such reports and (c) registration statements. As of their respective dates, the SEC Reports did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were were, or will be, made, not misleading. As of their respective dates, All material agreements to which NeoTherapeutics is a party or to which its assets are subject have been filed as exhibits to the SEC Reports. (b) The audited consolidated financial statements and unaudited interim financial statements of NeoTherapeutics included in the Purchaser Parent SEC Reports (x) comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the Securities and Exchange Commission with respect thereto. The financial statements and the condensed financial statements, as applicable, included in the SEC Reports (yi) were have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commissionthereto), and (zii) fairly present (subject in the case of unaudited statements to normalfairly, recurring and year-end audit adjustments) in all material respects respects, the consolidated financial position of Purchaser Parent NeoTherapeutics and its subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder, and (iii) are in all material respects in agreement with the books and records of NeoTherapeutics and its subsidiaries.

SEC Reports. Purchaser Parent has Whether or not Holdings is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall file with the SEC subject to the next sentence and provide the Trustee and Securityholders (or cause the Trustee to provide the Securityholders) with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and made available provided at the times specified for the filings of such reports under such Sections (after giving effect to Seller via all applicable extensions and cure periods) and prepared in all material respects in accordance with the rules of regulations applicable to such reports. If, at any time, Holdings is not subject to the periodic reporting requirements of the Exchange Act for any reason, Holdings shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods specified above unless the SEC shall not accept such a filing. Holdings agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, Holdings shall post the reports specified in the preceding sentence on its website within the time periods that would apply if Holdings were required to file those reports with the SEC. Notwithstanding the foregoing, Holdings may satisfy such requirements prior to the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement by filing with the SEC the Exchange Offer Registration Statement or Shelf Registration Statement, to the extent that any such Registration Statement contains substantially the same information as would be required to be filed by Holdings if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and Securityholders with such Registration Statement (and any amendments thereto) promptly following the filing thereof. At any time that any of Holdings’ Subsidiaries are Unrestricted Subsidiaries (other than the Unrelated Subsidiaries and ▇▇▇▇▇▇ Crude Supply, LLC), then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of Holdings, the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries. Prior to the Separation Date, Holdings shall be deemed to be in compliance with such reporting requirements by virtue of the filing of the Form 10 containing all formsthe information, audit reports and other documents publicly filed by Purchaser Parent with exhibits required for such report. In addition, at any time when Holdings is not subject to the Securities and Exchange Commission under reporting requirements of Section 13 or 15(d) of the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior Holdings shall furnish to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations Holders of the Securities and Exchange Commission thereunder and (c) did notto prospective investors, at upon the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)requests of such Holders, (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact information required to be stated therein or necessary delivered pursuant to make Rule 144A(d)(4) under the statements therein Securities Act so long as the Securities are not misleading or (ii) in freely transferable under the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSecurities Act. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) The Company also shall comply in all material respects with applicable accounting requirements and with the published rules and regulations other provisions of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange CommissionTIA § 314(a), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. (a) Purchaser Parent has timely filed and made available to Seller via ▇▇▇▇▇ or furnished all reports, schedules, forms, reports statements, and other documents publicly required to be filed or furnished by Purchaser Parent it with or to the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 20192020 (together with all exhibits, financial statements, and schedules thereto, all information incorporated therein by reference and all documents filed with the SEC during such period by Purchaser on a voluntary basis, the “Purchaser SEC Documents”). All such formsAs of its filing (or furnishing) date or, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and if amended prior to the Closing Date) are referred to herein date of this Agreement, as of the “date of the last such amendment, each Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply Document complied in all material respects with the applicable requirements of the Exchange Act and the rules Securities Act, as the case may be, and the applicable rulings and regulations of the Securities and Exchange Commission thereunder and promulgated thereunder. (cb) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent The Purchaser Parent SEC Report), Financial Statements (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or are Compliant and (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit comply as to state a material fact 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, the financial statements included in the Purchaser Parent SEC Reports (x) comply form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were thereto and have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (presented, except as may be indicated in otherwise noted therein. The Purchaser Financial Statements (including the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (zrelated notes) present 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 Purchaser Parent and its Subsidiaries as of at the respective dates thereof and the their consolidated results of its operations and cash flows for the periods then endedended (subject to normal and recurring year-end audit adjustments in the case of any unaudited interim financial statements). (c) As of the date hereof, there are no material outstanding or unresolved written comments from the SEC with respect to the Purchaser SEC Documents. As of the date hereof, none of the Purchaser SEC Documents are, to Purchaser’s Knowledge, the subject of ongoing SEC review. (d) The audit committee of the Purchaser Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has delivered or made available to the Company true, complete, and correct copies of such procedures in effect as of the date of this Agreement. Since December 31, 2020 neither Purchaser nor any of its Subsidiaries has received any “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To Purchaser’s Knowledge, since December 31, 2020 no complaint seeking relief under Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act has been filed with the United States Secretary of Labor and no employee of Purchaser or any of its Subsidiaries has threatened to file any such complaint. (e) To the extent required by the Exchange Act, Purchaser and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) designed to ensure that material information relating to Purchaser, including its Subsidiaries, is made known to Purchaser’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Each of the principal executive officer of Purchaser and the principal financial officer of Purchaser (or each former principal executive officer of Purchaser and each former principal financial officer of Purchaser, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Purchaser SEC Documents, and the statements contained in such certifications are true and accurate in all material respects as of the date on which they were made. For purposes of this Section 6.23, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since December 31, 2020 Purchaser has complied in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, Purchaser maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) to provide reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of Purchaser’s financing statements for external purposes in accordance with GAAP. Purchaser’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to Purchaser’s auditors and the audit committee of the Purchaser Board (i) “all significant deficiencies and material weaknesses” in the design or operation of internal controls which are reasonably likely to adversely affect Purchaser’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. Purchaser has made available to the Company prior to the date of this Agreement a true and complete (in all material respects) summary of any disclosure of the type described in the preceding sentence made by management to Purchaser’s auditors and audit committee during the period beginning January 31, 2021 and ending as of the date hereof. (g) Neither Purchaser nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet joint venture, off-balance sheet partnership or other “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act).

SEC Reports. Purchaser Parent Since March 21, 2012, the Company has filed and made available to Seller via ▇▇▇▇▇ or furnished (as applicable) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities SEC that have been required to be so filed or furnished (as applicable) by it under applicable Law prior to the date hereof, and, after the date of this Agreement and Exchange Commission until the Appointment Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (as applicable) by it under the Exchange Act, since January 1, 2019. All applicable Law (all such forms, reports and other documents, including together with any audited other forms, reports or unaudited financial statements and any notes thereto other documents filed or schedules included therein furnished (including those that Purchaser Parent may file after as applicable) by the date hereof and Company with the SEC on or prior to the Closing Date) expiration date of the Offer that are referred not required to herein be so filed or furnished, the “SEC Reports”). Each SEC Report complied or will comply, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply as of its filing date as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and regulations Consumer Protection Act (the “▇▇▇▇-▇▇▇▇▇ Act”), each as in effect on the date such SEC Report was or will be filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the Securities and Exchange Commission thereunder and SEC. As of its filing date (c) did notor, at the time they were filed (except to the extent corrected if amended or superseded by a subsequent Purchaser Parent SEC Reportfiling prior to the date of this Agreement, on the date of such amended or superseded filing), (i) in the case of any registration statement, each SEC Report did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Neither the Company nor any Subsidiary has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of their respective dates, the SEC Reports (including the financial statements included in therein) or any registration statement filed by any of them with the Purchaser Parent SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (xincluding the financial statements included therein) comply in all material respects with applicable accounting requirements and with or registration statements are being reviewed or investigated, and, to the published rules and regulations of the Securities and Exchange Commission with respect theretoCompany’s Knowledge, (y) 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 orthere is not, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and date of this Agreement, any investigation or review being conducted by the consolidated results SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). 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 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. Neither the Company nor any of its operations and cash flows for executive officers has received notice from any Governmental Authority challenging or questioning the periods then endedaccuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Purchaser Parent Since January 1, 1998, to the best of its knowledge Chequemate has filed and made available to Seller via ▇▇▇▇▇ all required forms, reports and other documents publicly filed by Purchaser Parent ("Chequemate SEC Reports") with the Securities and Exchange Commission under (the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior "SEC") required to be filed by it pursuant to the Closing Date) are referred to herein as federal securities laws and the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisrules and regulations thereunder, (b) comply all of which have complied in all material respects with the all applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations interpretive releases promulgated thereunder. None of the Securities and Exchange Commission thereunder and (c) did notsuch Chequemate SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, 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 included of operations and retained earnings and cash flows or equivalent statements in the Purchaser Parent Chequemate SEC Reports (xincluding any related notes and schedules) comply in all material respects with applicable accounting requirements fairly presents or will fairly present the results of operations, retained earnings and with cash flows, as the published rules and regulations case may be, of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during entity or entities to which it relates for the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present period set forth therein (subject in the case of unaudited statements interim statements, to normal, recurring and year-end normal yearend audit adjustments) in all material respects each case in accordance with generally-accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be 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 Chequemate SEC Reports. The consolidated financial position of Purchaser Parent statements included in the Chequemate SEC Reports are hereinafter sometimes collectively referred to as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended"Chequemate Financial Statements."

SEC Reports. Purchaser Financial Statements; No Undisclosed Liabilities. (a) Parent has filed and made available to Seller via ▇▇▇▇▇ all required forms, reports and other documents publicly filed by Purchaser Parent with the SEC since December 31, 1995 (the "Parent SEC Reports"), each of which has complied in all material respects with all applicable requirements of the Securities Act and Exchange Commission under the Exchange Act, since January 1, 2019. All each as in effect on the dates such forms, reports and other documentsdocuments were filed. None of the Parent SEC Reports, including including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisor incorporated by reference therein, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did notwhen filed, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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, the The consolidated financial statements of Parent included in the Purchaser Parent SEC Reports (x) comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto in effect on the date when such Parent SEC Reports were filed and fairly present, (y) were prepared in accordance all material respects, in conformity with United States generally accepted accounting principles 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commissionthereto), and (z) 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 Purchaser Parent and its consolidated subsidiaries as of the dates thereof and the their consolidated results of its operations and cash flows changes in financial position for the periods then endedended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that have not been and are not expected to be material in amount). (b) Neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, and there is no existing condition, situation or set of circumstances which could be expected to result in such a liability or obligation, except for liabilities or obligations (i) disclosed in the Parent Disclosure Schedule, (ii) reflected in the Parent SEC Reports filed prior to the date hereof (the "Filed Parent SEC Reports"), (iii) incurred in the ordinary course of business which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent or (iv) incurred in connection with the transactions contemplated hereby. (c) Parent has heretofore made available to the Company a complete and correct copy of any material amendments or modifications, which have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Exchange Act.

SEC Reports. Purchaser Parent The Company has heretofore filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1, 2019. All such forms, all reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, 1996 (the "Form 10-K"). None of such reports, or any other reports, documents, including any audited or unaudited financial statements registration statements, definitive proxy materials and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior other filings required to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were be filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and SEC under the rules and regulations of the Securities and Exchange Commission thereunder and SEC (cthe "SEC Filings") did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinmade, at the time and in the light of the circumstances under which they were made, not misleading. As of their respective datesSince December 31, 1996, the financial statements included in Company has timely filed with the Purchaser Parent SEC Reports (x) comply all SEC Filings and all such SEC Filings complied in all material respects with all applicable accounting requirements and with the published rules and regulations of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, and Exchange Commission with respect thereto, the rules thereunder. The audited financial statements of the Company included or incorporated by reference in the 1996 Annual Report to the Stockholders (ythe "1996 Annual Report") were and the unaudited financial statements contained in the Quarterly Reports on Form 10-Q each have been prepared in accordance with such acts and rules and with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved indicated therein and with each other (except as may be indicated therein or in the notes thereto or, in and except that the case of unaudited statements, subject to normal year-end audit interim financial statements may not contain all footnotes and adjustments or otherwise as permitted required by Form 10-Q United States generally accepted accounting principles) and fairly present the financial condition of the Securities and Exchange Commission), and (z) 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 Purchaser Parent Company as of at the dates thereof and the consolidated results of its operations and statements of cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Except as reflected in such financial statements, the Company has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in connection with the conduct of the business of the Company. Since December 31, 1996, except as set forth in the Company's SEC Filings, there has been no: (a) change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the 1996 Annual Report, except changes in the ordinary course of business that have not, individually or in the aggregate, resulted in and are not reasonably expected to result in a Material Adverse Effect (and except that the Company expects to continue to incur substantial operating losses, which may be material); (b) damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties or financial condition of the Company (and except that the Company expects to continue to incur substantial operating losses, which may be material); (c) waiver or compromise by the Company of a material right or of a material debt owed to it; (d) satisfaction or discharge of any lien, claim or encumbrance by the Company, except in the ordinary course of business and which is not material to the business, properties or financial condition of the Company (as such business is presently conducted); (e) material change to a material contract or arrangement by which the Company or any of its assets is bound or subject; (f) sale, assignment or transfer to a third party that is not an affiliate of the Company (as hereafter defined) of any material patents, trademarks, copyrights, trade secrets or other intangible assets for compensation which is less than fair value; (g) mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (h) declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, except any direct or indirect redemption, purchase or other acquisition of any such stock by the Company; or (i) event or condition of any type that has had or is reasonably expected to have a Material Adverse Effect. For purposes of this Section 2.4 of this Agreement, the term "affiliate of the Company" means any individual or entity directly or indirectly controlling, controlled by or under common control with, the Company. Without limiting the foregoing, the direct or indirect ownership of 50% or more of the outstanding voting securities of any entity, or the right to receive 50% or more of the profits or earnings of an entity, shall be deemed to constitute control.

SEC Reports. Purchaser Parent Since January 1, 2011, the Company has filed and made available to Seller via ▇▇▇▇▇ or furnished (as applicable) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities SEC that have been required to be so filed or furnished (as applicable) by it under applicable Law prior to the date hereof, and, after the date of this Agreement and Exchange Commission until the Effective Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (as applicable) by it under the Exchange Act, since January 1, 2019. All applicable Law (all such forms, reports and other documents, including together with any audited other forms, reports or unaudited financial statements and any notes thereto other documents filed or schedules included therein furnished (including those that Purchaser Parent may file after as applicable) by the date hereof and Company with the SEC on or prior to the Closing Date) expiration date of the Offer that are referred not required to herein be so filed or furnished, the “SEC Reports”). Each SEC Report complied or will comply, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply as of its filing date as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and regulations Consumer Protection Act (the “▇▇▇▇-▇▇▇▇▇ Act”), each as in effect on the date such SEC Report was or will be filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the Securities and Exchange Commission thereunder and SEC. As of its filing date (c) did notor, at the time they were filed (except to the extent corrected if amended or superseded by a subsequent Purchaser Parent SEC Reportfiling prior to the date of this Agreement, on the date of such amended or superseded filing), (i) in the case of any registration statement, each SEC Report did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Since January 1, 2011, neither the Company nor any Subsidiary of their respective dates, the Company 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 in therein) or any registration statement filed by any of them with the Purchaser Parent SEC that (i) remain unresolved or (ii) have been resolved but not publicly disclosed, or any notice from the SEC or other Governmental Authority that such SEC Reports (xincluding the financial statements included therein) comply in all material respects with applicable accounting requirements and with or registration statements are being reviewed or investigated, and, to the published rules and regulations of the Securities and Exchange Commission with respect theretoCompany’s Knowledge, (y) 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 orthere is not, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and date of this Agreement, any investigation or review being conducted by the consolidated results SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). 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 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. Neither the Company nor any of its operations and cash flows for executive officers has received notice from any Governmental Authority challenging or questioning the periods then endedaccuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Purchaser Parent The Company has filed and made available all reports required to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange 1934 Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the twelve months preceding the date hereof and prior (or such shorter period as the Company was required by law to file such reports) (the Closing Date) are foregoing materials being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a”) were filed on a timely basisbasis 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 their respective dates, (b) comply the SEC Reports complied in all material respects with the applicable requirements of the Exchange 1934 Act and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at the time they were when filed (except to the extent corrected and/or subsequently amended or superseded by a subsequent Purchaser Parent SEC Report)restated, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The Registration Statement and the Prospectus, complied in all material respects with the requirements of their respective datesthe 1933 Act and the rules and regulations of the SEC promulgated thereunder, and none of such Registration Statement or 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 Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) 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 United States generally accepted accounting principles 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 or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)thereto, and (z) 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 Purchaser Parent the Company as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since May 9, 2011, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror or the Acquiror Subsidiary is a party or to which the property or assets of their respective datesthe Acquiror or the Acquiror Subsidiary are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Acquiror was originally organized and operated through the Closing Date as a bona fide operating business without any pre-existing plan or strategy that the Acquiror would serve primarily as a merger or acquisition candidate for an unidentified company or companies. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.

SEC Reports. Purchaser The Company has had access through publicly-available information to (i) Parent's Annual Report on Form 10-K for the year ended January 5, 2004, as filed with the SEC (the "Parent has 10-K"), (ii) its quarterly report on Form 10-Q for the quarter ended October 5, 2003, as filed with the SEC (the "Parent 10-Q"), (iii) all proxy statements relating to Parent's meetings of shareholders held, and made available to Seller via ▇▇▇▇▇ (iv) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC under the Exchange Act, Act or the Securities Act since January 15, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein 2000 (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser "Parent SEC Reports.” The Purchaser "). As of their respective dates, such documents complied, and all documents filed by Parent with the SEC Reports (a) were filed on a timely basisunder the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, (b) comply in all material respects with the applicable SEC requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementdocuments filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as set forth in Section 5.5 of their respective datesthe Parent Disclosure Schedule, the financial statements included in the Purchaser all Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and have been timely filed with the published rules SEC and regulations constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 5, 2000. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is required to file any form, report or other document with the SEC. The certifications of the Securities chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d14 of the Exchange Commission Act with respect theretoto the Parent SEC Reports, (y) were prepared as applicable, are true and correct as of the date of this Agreement, as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with United States generally accepted accounting principles applied on a consistent basis during their terms and has otherwise operated in compliance with the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q requirements under Rules 13a-15 and 15d-15 of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedAct.

SEC Reports. (a) Purchaser Parent has filed with the SEC all forms, reports, schedules, statements, exhibits and other documents required to be filed by it from January 1, 2016 to the date hereof (such forms, documents, statements and reports, including supplements or amendments thereto, as amended since the respective dates of filing, the “Purchaser SEC Documents”) and has furnished or made available to Seller (including via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior ▇) to the Closing Date) are referred Sellers complete and correct copies of all such Purchaser SEC Documents. As of their respective filing dates, the Purchaser SEC Documents complied as to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations Securities Act. (b) As of the Securities and Exchange Commission thereunder and its filing date (c) did notor, at the time they were filed (except to the extent corrected if amended or superseded by a subsequent Purchaser Parent SEC Reportfiling prior to the date hereof, on the date of such filing amending or superseding same), (i) in each Purchaser SEC Document filed pursuant to the case of any registration statement, Exchange Act did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) Each Purchaser SEC Document 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 or is deemed to have become effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (d) Purchaser has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. As of their respective dates, the financial statements included Except as described in the Purchaser Parent SEC Reports Documents, since December 31, 2016, there has been (x1) comply in all no material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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 weakness in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments Purchaser’s internal control over financial reporting (whether or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), not remediated) and (z2) fairly present (subject no change in the case of unaudited statements Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to normalmaterially affect, recurring and year-end audit adjustments) in all material respects the consolidated Purchaser’s internal control over financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedreporting.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ with the SEC all forms, reports reports, registration statements, proxy statements and other documents publicly (collectively, the "Purchaser Reports") required to be filed by Purchaser Parent with under the Securities and Exchange Commission under Laws, except failures to file which, individually or collectively, do not have a Material Adverse Effect on Purchaser. As of their respective dates, or, in the Exchange Actcase of registration statements, since January 1as of their effective dates, 2019. All such forms, reports and other documentsall of Purchaser Reports, including any audited or unaudited financial statements all exhibits and any notes schedules thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisall documents incorporated by reference therein, (bi) comply complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Laws applicable thereto, and (cii) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Purchaser has filed with the SEC all documents and agreements which were required to be filed as exhibits to Purchaser Reports, except failures to file, if any, which, individually or collectively, do not have a Material Adverse Effect on Purchaser. The audited consolidated financial statements and unaudited interim consolidated financial statements of their respective datesPurchaser included or incorporated by reference in Purchaser Reports (collectively, the financial statements included in the "Purchaser Parent SEC Reports (xFinancial Statements") comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities thereto) and Exchange Commission), and (z) 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 Purchaser Parent as of and at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments and any other adjustments described therein, which were not and are not expected to be material in amount or effect. Except as set forth or reflected in Purchaser Financial Statement at September 30, 1997, or as set forth in the unaudited balance sheets included in Purchaser Reports since that date, neither Purchaser nor any of its Subsidiaries, has any liabilities or obligations of any kind or nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected or reserved against in any balance sheet of Purchaser or any of its Subsidiaries, or in the notes thereto, prepared in accordance with GAAP consistently applied, except liabilities since September 30, 1997, either (i) in the ordinary course of business or (ii) which, individually or collectively, would not have a Material Adverse Effect on Purchaser.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were Since December 31, 2003, purchaser has filed on in a timely basismanner all documents that it was required to file with the SEC under Sections 13(a), (b14(a) comply and 15(d) of the Exchange Act and all rules and regulations thereunder. As of their respective filing dates, all SEC Reports complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as applicable, and the all rules and regulations thereunder. None of the Securities and Exchange Commission thereunder and (c) did notSEC Reports contained, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)as of their respective dates, (i) in the case of any registration statement, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Purchaser included in the Purchaser Parent SEC Reports (xthe “Purchaser Financial Statements”) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were . The Purchaser Financial Statements have been prepared in accordance with United States generally accepted accounting principles U.S. GAAP, consistently applied on a consistent basis during and fairly present the consolidated financial position of Purchaser and its subsidiaries at the dates thereof and the results of operations and cash flows of Purchaser and its subsidiaries for the periods involved then ended (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q adjustments). (b) The Purchaser and each of its subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Securities assets of the Purchaser and Exchange Commission)its subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its subsidiaries are being made only in accordance with appropriate authorizations of management and the board of directors of the Purchaser and (ziii) fairly present provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Purchaser and its subsidiaries that could have a material effect on the Purchaser’s financial statements. (subject c) Except as set forth in the case SEC Reports, neither the Purchaser nor any of unaudited statements to normalits subsidiaries (nor any current or former employee, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as consultant or director of the dates thereof and the consolidated results Purchaser or any of its operations and cash flows for subsidiaries) nor, to the periods then endedPurchaser’s knowledge any of the Purchaser’s independent auditors, has identified or been made aware of: (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Purchaser or any of its subsidiaries, (ii) any fraud, whether or not material, that involves the Purchaser’s management or any other current or former employee, consultant, or director of the Purchaser or any of its subsidiaries who has a role in the preparation of financial statements or the internal accounting controls utilized by the Purchaser or its subsidiaries, or (iii) any claim or allegation regarding any of the foregoing.

SEC Reports. Purchaser Parent’s Registration Statement on Form S-1 in connection with Parent’s initial public offering (the “Parent Registration Statement”) was declared effective by the SEC on May 10, 2011. Thereafter, Parent has timely filed and made available to Seller via ▇▇▇▇▇ all forms, reports reports, schedules, statements and other documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission under SEC (together with the Exchange ActParent Registration Statement, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Documents”). Each of the Parent SEC Reports Documents: (a) were filed on a timely basis, (b) comply was prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 (“SOX”) (to the extent applicable to Parent), other applicable Law and the applicable rules and regulations of the Securities and Exchange Commission thereunder and (c) did notthereunder, at the time they were filed (except to the extent updated, amended or corrected by a subsequent Parent SEC Document, and (b) did not at the time it was filed (and if amended or superseded by a subsequent Purchaser Parent SEC Report), (ifiling prior to the date of this Agreement then on the date of such filing and as so amended or superseded) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Since the filing of their respective dateseach of the Parent SEC Documents, to the Knowledge of Parent, no event has occurred, other than the SEC notifying the Parent that it will review the Parent’s Registration Statement on Form S-4 filed on August 1, 2011, that would require an amendment or supplement to such Parent SEC Document and as to which such an amendment has not been filed and made publicly available. Other than the SEC notifying the Parent that it will review the Parent’s Registration Statement on Form S-4 filed on August 1, 2011, there are no outstanding unresolved comments with respect to Parent or the Parent SEC Documents noted in comment letters or other correspondence received by Parent or its attorneys from the SEC, and, to the knowledge of Parent, there are no pending (i) formal or informal investigations of Parent by the SEC or (ii) inspection of an audit of Parent’s financial statements included by the Public Company Accounting Oversight Board. Parent is in the Purchaser Parent SEC Reports (x) comply compliance in all material respects with the Securities Act, the Exchange Act, SOX (to the extent applicable accounting requirements to Parent) and with the published applicable rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedthereunder.

SEC Reports. Purchaser Parent Since December 31, 2012, the Company has filed or furnished (as applicable) all forms, reports and made available documents with the SEC that have been required to Seller via be so filed or furnished (as applicable) by it under applicable Law, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) prior to the date hereof, and, after the date of this Agreement and until the Acceptance Time, the Company will timely file or furnish (as applicable) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC that are required to be filed or furnished (as applicable) by it under the Exchange Act, since January 1, 2019. All applicable Law (all such forms, reports and other documents, including together with any audited other forms, reports or unaudited financial statements and any notes thereto other documents filed or schedules included therein furnished (including those that Purchaser Parent may file after as applicable) by the date hereof and Company with the SEC on or prior to the Closing Date) Acceptance Time that are referred not required to herein be so filed or furnished (the “SEC Reports”)). Each SEC Report complied, or will comply, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply as of its filing date, as to form, in all material respects with the applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act or the Exchange Act and the applicable rules and regulations of the Securities SEC thereunder, as the case may be, each as in effect on the date such SEC Report was, or will be, filed. True, correct and Exchange Commission thereunder and (c) did not, at the time they were complete copies of all SEC Reports filed (except prior to the extent corrected date hereof, whether or superseded by a subsequent Purchaser not required under applicable Law, have been made available to Parent SEC Report), (i) or are publicly available in the case Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of any registration statementthe SEC. As of its filing date, each SEC Report did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesthe date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the financial statements included in SEC with respect to the Purchaser Parent SEC Reports. To the Knowledge of the Company, none of the SEC Reports (x) comply is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in all material respects with applicable each case regarding any accounting requirements and practices of the Company. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the published rules and regulations SEC. No executive officer of the Securities and Exchange Commission Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedany SEC Report.

SEC Reports. Purchaser (a) The Parent has filed and furnished or made available to Seller via ▇▇▇▇▇ the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended March 31, 2014, as filed with the SEC, which contained audited balance sheets of the Parent as of March 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; and (b) all forms, other reports and other documents publicly filed by Purchaser the Parent with the Securities and Exchange Commission under the Exchange ActSEC from May 11, since January 1, 2019. All 2011 (such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are collectively referred to herein as the “Purchaser Parent SEC Reports.” ”). The Purchaser Parent SEC Reports constitute all of the documents required to be filed or furnished by the Parent with the SEC, including, without limitation, under Section 13 or subsections (a) were filed on a timely basisor (c) of Section 14 of the Exchange Act, (b) comply through the date of this Agreement. The Parent SEC Reports complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the Securities and Exchange Commission thereunder and (c) did notdate hereof, at there are no outstanding or unresolved comments in comment letters received from the time they were filed (except staff of the SEC with respect to any of the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)Reports. As of their respective dates, (i) in the case of Parent SEC Reports, including any registration statementfinancial statements, schedules or exhibits included or incorporated by reference therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective datesthe Parent Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. (b) The Parent and each of its Subsidiaries has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Parent and its Subsidiaries are being made only in accordance with authorizations of management and the Board of Directors of the Parent, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Parent’s and its Subsidiaries’ assets that could have a material effect on the Parent’s financial statements. (c) The Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Parent’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 Parent required under the Exchange Act with respect to such reports. The Parent has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Parent’s auditors and the audit committee of the Board of Directors of the Parent and on Section 3.6(c) of the Parent Disclosure Schedule (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 Parent’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. (d) Each of the principal executive officer and the principal financial statements included in officer of the Purchaser Parent (or each former principal executive officer and each former principal financial officer of the Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Parent SEC Reports (x) comply Reports, and the statements contained in such certifications are true and accurate in all material respects with applicable accounting requirements respects. For purposes of this Agreement, “principal executive officer” and with “principal financial officer” shall have the published rules and regulations meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Parent nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Securities and S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Commission Act) of the Parent or any of its Subsidiaries. The Parent is otherwise in compliance with respect theretoall applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may for any non-compliance that would not reasonably be indicated expected to have, individually or in the notes thereto oraggregate, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser a Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedMaterial Adverse Effect.

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since February [●], 2013, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror is a party or to which the property or assets of their respective datesthe Acquiror are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Acquiror was originally organized and operated through the Closing Date as a bona fide operating business without any pre-existing plan or strategy that the Acquiror would serve primarily as a merger or acquisition candidate for an unidentified company or companies. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.

SEC Reports. Purchaser (a) Parent has filed and made available with or furnished to Seller via ▇▇▇▇▇ the SEC all reports, schedules, forms, reports statements, prospectuses, registration statements and other documents publicly required to be filed or furnished by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms2009 (collectively, reports together with any exhibits and schedules thereto or incorporated by reference therein and other documentsinformation incorporated therein, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the same may have been amended, the “Purchaser Parent SEC Reports.” The Purchaser ”), all of which were prepared in all material respects in accordance with the “Securities Laws”. As of their respective dates (and as of their respective amendment dates or effective dates, as applicable), the Parent SEC Reports (ai) were complied, and each Parent SEC Report filed on a timely basissubsequent to the date hereof will comply, (b) comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Laws and (cii) did not, at the time they were and each Parent SEC Report filed (except subsequent to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementdate hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements consolidated balance sheets included in or incorporated by reference into the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements including the related notes and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (zschedules) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presents in all material respects the consolidated financial position of Purchaser Parent and the Parent Subsidiaries as of the dates thereof its date and each of the consolidated results statements of its operations income, retained earnings and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Parent and the Parent Subsidiaries for the periods then endedset forth therein, in each case in accordance with 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 Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect. (b) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). (c) Parent has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act). (d) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not, since the enactment of the Sarbanes-Oxley Act, taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) Since January 30, 2009, Parent has ▇▇▇▇▇▇▇▇ ▇▇ ▇▇l material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq. (f) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of the Parent as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act and any related rules and regulations promulgated b▇ ▇▇▇ ▇▇▇ ▇▇▇ Nasdaq.

SEC Reports. Purchaser (a) Parent has filed and made available with or furnished to Seller via ▇▇▇▇▇ the SEC all reports, schedules, forms, reports statements, prospectuses, registration statements and other documents publicly required to be filed or furnished by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms2009 (collectively, reports together with any exhibits and schedules thereto or incorporated by reference therein and other documentsinformation incorporated therein, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the same may have been amended, the “Purchaser Parent SEC Reports.” The Purchaser ”), all of which were prepared in all material respects in accordance with the “Securities Laws”. As of their respective dates (and as of their respective amendment dates or effective dates, as applicable), the Parent SEC Reports (ai) were complied, and each Parent SEC Report filed on a timely basissubsequent to the date hereof will comply, (b) comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Laws and (cii) did not, at the time they were and each Parent SEC Report filed (except subsequent to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementdate hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements consolidated balance sheets included in or incorporated by reference into the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements including the related notes and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (zschedules) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presents in all material respects the consolidated financial position of Purchaser Parent and the Parent Subsidiaries as of the dates thereof its date and each of the consolidated results statements of its operations income, retained earnings and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Parent and the Parent Subsidiaries for the periods then endedset forth therein, in each case in accordance with 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 Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect. (b) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). (c) Parent has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act). (d) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not, since the enactment of the Sarbanes-Oxley Act, taken any action prohibited by Section 402 of t▇▇ ▇▇▇▇▇▇▇▇-▇▇ley Act. (e) Since January 30, 2009, Parent h▇▇ ▇▇▇▇▇▇▇▇ ▇▇ all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq. (f) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of the Parent as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act and any related rules and regulations promulgate▇ ▇▇ ▇▇▇ ▇▇▇ ▇nd Nasdaq.

SEC Reports. Purchaser Parent The Company has filed and made available all reports required to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange 1933 Act and the 1934 Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the two years preceding the date hereof and prior (or such shorter period as the Company was required by law to file such reports) (the Closing Date) are foregoing materials being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a”) were filed on a timely basisbasis 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 their respective dates, (b) comply the SEC Reports complied in all material respects with the applicable requirements of the Exchange 1933 Act and the 1934 Act and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The Registration Statement and any prospectus included therein, including the Prospectus and the Prospectus Supplement, complied in all material respects with the requirements of their respective datesthe 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 and the Prospectus Supplement, 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 Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) 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 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 or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)thereto, and (z) 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 Purchaser Parent the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Reports. Purchaser Ultimate Parent has filed and made available to Seller Sellers via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Ultimate Parent with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since January 1, 20192015. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Ultimate Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Ultimate Parent SEC Reports.” The Purchaser Ultimate Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Ultimate Parent SEC ReportDocument), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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, the financial statements included in the Purchaser Ultimate Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Ultimate Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Company under the Securities Act and Exchange Commission under the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the two years preceding the date hereof and prior (or such shorter period as the Company was required by law or regulation to file such material) (the Closing Date) are foregoing materials, including the exhibits thereto, documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a”) were filed on a timely basisbasis 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 their respective dates, (b) comply the SEC Reports complied in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act, as applicable, and regulations none of the Securities and Exchange Commission thereunder and (c) did notSEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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, the The financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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 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 or, in the case of and except that unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted financial statements may not contain all footnotes required by Form 10-Q of the Securities and Exchange Commission)GAAP, and (z) 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 Purchaser Parent the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. Without prejudice to the generality of anything contained herein, all the operating information and data included in the General Disclosure Package and the Prospectus were true and accurate in all material respects as of the respective issue date and will be true and accurate in all material respects on the Closing Date. Any statistical, industry-related and market-related data included in the General Disclosure Package and the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate, and the Company has obtained written consent for the use of such data from such sources to the extent required.

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since October 21, 2008, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror is a party or to which the property or assets of their respective datesthe Acquiror are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.

SEC Reports. Purchaser The Parent has timely filed and made available (or has been deemed to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly have timely filed by Purchaser Parent with the Securities and Exchange Commission pursuant to Rule 12b-25 under the Exchange Act) all reports, since January 1, 2019forms and documents that it was required to file with the SEC pursuant to the Exchange Act (the “Parent Previous Filings”). All such The Parent shall notify the Company immediately and in writing of the filing of any additional forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser documents with the SEC by the Parent may file after the date hereof and prior to the Closing Date) are referred Effective Time, provided that Company is aware that the Parent will timely file a Form 8-K Current Report with respect to herein as the execution and delivery of this Agreement (together with the Parent Previous Filings, the “Purchaser Parent SEC Reports.” Filings”). The Purchaser Parent has timely filed (or has been deemed to have timely filed pursuant to Rule 12b-25 under the Exchange Act) and made publicly available on the SEC’s ▇▇▇▇▇ system, and the Company may rely upon, all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act and (ii) Section 906 of the Sarbanes Oxley Act of 2002 with respect to any documents filed with the SEC. The Parent is in compliance in all material respects with all of the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it. The Parent SEC Reports (a) were filed on a timely basis, (b) comply Filings complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the Securities and Exchange Commission thereunder and (c) did notdate hereof, at there are no outstanding or unresolved comments in comment letters received from the time they were filed (except staff of the SEC with respect to any of the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)Filings. As of their respective dates, (i) in the case of Parent SEC Filings, including any registration statementfinancial statements, schedules or exhibits included or incorporated by reference therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective datesthe Subsidiaries of the Parent is required to file or furnish any forms, reports or other documents with the SEC. No order suspending the effectiveness of any registration statement of the Parent under the Securities Act or the Exchange Act has been issued by the SEC and, to the Parent’s knowledge after reasonable inquiry, no proceedings for that purpose have been initiated or threatened by the SEC. Since the most recent filing of such certifications and statements, there have been no significant changes in the Parent’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act), or in other factors that could significantly affect its disclosure controls and procedures. The Parent has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Exchange Act) and such controls and procedures are effective in ensuring that material information relating to the Parent, including its Subsidiaries, is made known to the principal executive officer and the principal financial officer. Subject to applicable Law, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and Parent, with the published rules and regulations assistance of the Securities Company, has taken or shall take all action reasonably requested by the Company, but consistent with the certificate of incorporation and bylaws of the Parent, that is reasonably necessary to effect any such election or appointment of the designees of the Company to the Parent’s Board of Directors, including mailing to the Parent’s stockholders an information statement containing the information required by Section 14(f) of the Exchange Commission Act and Rule 14f-1 promulgated thereunder at least 10 days prior to the Effective Time. The Company has supplied the Parent all information with respect theretoto it and its nominees, (yofficers, directors and Affiliates required by such Section 14(f) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedRule 14f-1.

SEC Reports. Purchaser (a) Parent has filed and made available to Seller via ▇▇▇▇▇ all required forms, reports and other documents publicly filed by Purchaser Parent with the Securities SEC since December 31, 2007 ("Parent SEC Documents"), and Exchange Commission under each of such Parent SEC Documents complied at the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited time of filing (or unaudited financial statements and any notes thereto if amended or schedules included therein (including those that Purchaser Parent may file after the date hereof and superseded by a filing prior to the Closing Datedate of this Agreement, then as of the date of such filing) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as in effect on the dates such forms, reports and regulations documents were filed. None of the Securities and Exchange Commission thereunder and (c) did not, at Parent SEC Documents contained when filed 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 time statements therein in light of the circumstances under which they were made not misleading, except to the extent superseded or amended by a Parent SEC Report filed subsequently and prior to the date hereof. As of October 13, 2010 and through the date of this Agreement, none of the Parent SEC Documents filed since January 1, 2010 (except to the extent corrected superseded or superseded amended by a subsequent Purchaser Parent SEC Report), (iReport filed subsequently to any particular report and prior to the date hereof) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading. As of their respective dates, the The consolidated financial statements of Parent included in the Purchaser Parent SEC Reports Documents (xi) comply have been prepared in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles GAAP consistently applied on a consistent basis during and maintained throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (zii) 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 Purchaser Parent and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of its operations and cash flows for the periods then endedended (except in each case as may be indicated in the notes thereto and except that unaudited statements are subject to normal year-end adjustments that did not have and would not, individually or in the aggregate, have a Parent Material Adverse Effect, and do not contain footnotes in substance or form required to the extent permitted by Form 10-Q of the Exchange Act). (b) Parent has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Such disclosure controls and procedures are designed to ensure that information relating to Parent, including its consolidated Subsidiaries, required to be disclosed in Parent's periodic and current reports under the Exchange Act, is made known to Parent's chief executive officer and its chief financial officer by others within those entities to allow timely decisions regarding required disclosures as required under the Exchange Act. The chief executive officer and chief financial officer of Parent have evaluated the effectiveness of the Company's disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (c) Parent and its Subsidiaries have established 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) sufficient to provide reasonable assurance regarding the reliability of the Parent's financial reporting and the preparation of the Parent's financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of Parent's internal control over financial reporting prior to the date hereof, to Parent's auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of Parent's internal control over financial reporting which are reasonably likely to adversely affect Parent's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent's internal control over financial reporting.

SEC Reports. Purchaser Parent has filed all required forms and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under SEC since December 31, 2001 (collectively, the "Parent SEC Reports"), all of which were prepared in all material respects in accordance with the applicable requirements of the Exchange Act, since January 1the Securities Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective filing dates, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Laws and (cb) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Report which was filed prior to the date hereof. As Each of their respective dates, the financial statements consolidated balance sheets of Parent included in the Purchaser or incorporated by reference into Parent SEC Reports (x) comply in all material respects with applicable accounting requirements including the related notes and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (zschedules) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of Purchaser Parent and Parent Subsidiaries as of its date (subject, in the case of unaudited statements, to normal recurring year-end adjustments) and each of the consolidated statements of operations, consolidated statements of common stockholders' equity and consolidated statements of cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) fairly presented in all material respects the results of consolidated statements of operations, consolidated statements of common stockholders' equity or consolidated statements of cash flows, as the case may be, of Parent and Parent Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal recurring year-end adjustments) and are consistent with the books and records of Parent and Parent Subsidiaries. The consolidated balance sheets, consolidated statements of operations, consolidated statements of common stockholders' equity and consolidated statements of cash flows of Parent included in or incorporated by reference into Parent SEC Reports were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, 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 Exchange Act and normal year-end audit adjustments. No Parent Subsidiary is required to file any form or report with the SEC. The certificates of the Chief Executive Officer and Chief Financial Officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Act with respect to Parent SEC Reports, as applicable, are true and correct as of the dates thereof date of this Agreement as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the consolidated results procedures in accordance with their terms in all material respects and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of its operations and cash flows for the periods then endedExchange Act.

SEC Reports. Purchaser Parent Since January 1, 2005, CIGI has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly required to be filed by Purchaser Parent CIGI with the Securities and Exchange Commission (the “Commission”) under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited The consolidated financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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, the financial statements CIGI included in its Annual Report on an appropriate Form for the Purchaser Parent SEC Reports (x) year ended December 31, 2005 and for the quarter ended September 30, 2006 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities thereto) and Exchange Commission), and (z) 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 Purchaser Parent CIGI and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then endedended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Set forth in the Disclosure Schedule are (i) the most recent internally prepared financial statements of the SELLER and CFS as of January 31, 2007 and any and all SELLER AND CFS internal 2006 statements (the “Financial Statements”). Each of the balance sheets contained in or incorporated by reference into any such Financial Statements (including the related notes and schedules thereto) fairly presented the financial position of SELLER AND CFS as of its date, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such Financial Statements (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of SELLER AND CFS for the periods to which they relate Without limiting the foregoing, the PURCHASER shall not assume, undertake or accept, and shall have no responsibility with respect to, liabilities and obligations related to SELLER AND CFS or operation of SELLER AND CFS prior to the Closing Date, except for the LIABILITIES. SELLER AND CFS does not have any liability or obligation (whether accrued, absolute, contingent or otherwise) which is not set forth on the Financial Statements, except for liabilities incurred or accrued in the ordinary course of business since the respective dates of the Financial Statements, or liabilities and/or obligations which would not, either individually or in the aggregate, have a Closing Material Adverse Effect.

SEC Reports. Purchaser Parent FINANCIAL STATEMENTS; ABSENCE OF LIABILITIES. (a) Prior to and as of the date of this Agreement, Guarantor has timely filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior SEC pursuant to the Closing Date) are referred to herein federal securities laws and the SEC rules and regulations thereunder, all of which, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisof their respective dates, (b) comply complied in all material respects with the all applicable requirements of the Exchange Securities Act and the rules and regulations Exchange Act (collectively, the "GUARANTOR SEC REPORTS"). None of the Securities and Exchange Commission thereunder and (c) did notGuarantor SEC Reports, at the time they were filed (except to the extent corrected including, without limitation, any financial statements or superseded by a subsequent Purchaser Parent SEC Report)schedules included therein, (i) in the case as of any registration statement, contain their respective dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As . (b) The consolidated balance sheets and the related statements of their respective datesconsolidated income, shareholders' equity and cash flows (including the financial statements related notes thereto) of Guarantor included in the Purchaser Parent Guarantor SEC Reports (x) comply complied in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles applied on a basis consistent basis during the with prior periods involved (except as may be indicated in otherwise noted therein), and present fairly the notes thereto orconsolidated financial position of the Guarantor and its consolidated subsidiaries as of their respective dates, and the consolidated results of their operations and their cash flows for the periods presented therein (subject, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments or otherwise adjustments). (c) Except as permitted by Form 10-Q and to the extent set forth on the consolidated balance sheet of Guarantor and its subsidiaries at September 30, 1998, including the Securities and Exchange Commissionnotes thereto, contained in the Guarantor SEC Reports (the "Guarantor September 30 Balance Sheet"), and neither the Guarantor nor any of its subsidiaries has any liabilities or obligations of any nature (zwhether accrued, absolute, contingent or otherwise) fairly present (subject which would be required to be reflected on a balance sheet or in the case notes thereto prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of unaudited statements business since September 30, 1998 or which would not, individually or in the aggregate, reasonably be expected to normalhave a Material Adverse Effect. (d) Except as may be set forth on SCHEDULE 5.6, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results neither Guarantor nor any of its operations subsidiaries has any liabilities or obligations (whether accrued, absolute, contingent or otherwise) under any contract, order or commitment expected to be or previously performed at a loss or other contingent liability except for (i) expected losses and cash flows contingent liabilities known to Guarantor for which adequate reserves are reflected in the periods then endedGuarantor September 30 Balance Sheet or (ii) those which would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.Form

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms(a) All statements, reports reports, schedules, forms and other documents publicly (including exhibits and all information incorporated by reference) required to have been filed by Purchaser Parent Buyer with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein 2019 (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent Buyer SEC Reports.” The Purchaser Parent SEC Reports (aDocuments”) were have been so filed on a timely basis. A true and complete copy of each Buyer SEC Document is available on the website maintained by the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. As of their respective filing dates (or, (b) comply if amended or superseded by a filing prior to the date of this Agreement, then on the date of such later filing), each of the Buyer SEC Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act, as the case may be, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder and (c) did notapplicable to such Purchaser SEC Documents. None of the Buyer SEC Documents, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)as of their respective filing dates, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in misleading, except to the case of Purchaser Parent extent corrected by a subsequently filed Buyer SEC Reports other than registration statementsDocument. During the period from January 1, include 2019 through the Closing Date, Buyer has not received from the SEC any untrue statement of a material fact or omit written comments with respect to state a material fact necessary in order to make the statements therein, in the light any of the circumstances under which they were made, not misleading. As of their respective dates, Buyer SEC Documents (including the financial statements included therein) that have not been resolved. (b) The consolidated financial statements of Buyer, including the notes thereto, included in the Purchaser Parent Buyer SEC Reports (x) comply Documents complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as of their respective dates, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, subject to normal year-end audit adjustments or otherwise except as permitted by under Form 10-Q of or Form 8-K or any successor thereto, under the Securities Exchange Act) and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presented in all material respects the consolidated financial position of Purchaser Parent Buyer and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of its Buyer’s operations and cash flows for the periods then endedindicated (except that unaudited financial statements may not include all the footnotes required by GAAP for audited financials and were or are subject to normal and recurring year-end adjustments that are not material, individually or in the aggregate). (c) The audited balance sheet of Buyer dated as of March 31, 2021 contained in the Buyer SEC Documents filed prior to the date hereof is hereinafter referred to as the “Buyer Balance Sheet.” Neither Buyer nor any of its subsidiaries has any Liabilities, whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, known or unknown, regardless of when asserted, except Liabilities or obligations: (i) stated or adequately reserved against in the Buyer Balance Sheet; (ii) incurred in the ordinary course of business consistent with past practice since the date of the Buyer Balance Sheet; or (iii) that are not required to be disclosed or reflected on financial statements prepared in accordance with GAAP. (d) Buyer (i) was previously a "shell company" (as that term is defined in Rule 144(i)(1)(i)-(ii) promulgated under the Securities Act) and has ceased to be a shell company, (ii) is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) has filed “Form 10” information more than one year prior to the date of this Agreement as provided in Rule 144(i)(2), and (iv) has filed all periodic reports required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding the date of this Agreement. (e) The Buyer Common Stock has been listed on Nasdaq since June 30, 2021, and Buyer is in compliance with all of the applicable listing and corporate governance rules of Nasdaq. (f) On July 2, 2021, Buyer completed a registered public offering of shares of Buyer Common Stock and warrants to purchase shares of Buyer Common Stock, resulting in proceeds to Buyer (after underwriting discount and non-accountable expense allowance but before other expenses) of $12,714,000, which has been paid to Buyer in full.

SEC Reports. Purchaser Parent Except as described in Section 4.3 of the Acquiror Disclosure Schedules, Acquiror has filed with the SEC all registration statements, proxy statements and made available to Seller via ▇▇▇▇▇ all formsother statements, reports reports, schedules, forms and other documents publicly (including all exhibits, financial statements and the schedules thereto, and all other information incorporated by reference) required to be filed by Purchaser Parent it with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 20192018. All such formsregistration statements, reports proxy statements, and other statements, reports, schedules, forms and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and as amended at least one Business Day prior to the Closing Agreement Date) , together with the Acquiror 2019 10-K, are referred to herein as the “Purchaser Parent Acquiror SEC Reports.” The Purchaser Parent Documents”. To Acquiror’s knowledge, none of the Acquiror SEC Reports Documents filed prior to the Agreement Date is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of Acquiror. As of the time it was filed with the SEC (aor, if amended or superseded by a filing at least one (1) were filed Business Day prior to the Agreement Date, then on a timely basis, the date of such filing): (bi) comply each of the Acquiror SEC Documents complied in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act, as it may be amended from time to time and regulations (ii) none of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent Acquiror SEC Report), (i) in the case of any registration statement, contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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 datesFor purposes hereof, the financial statements included in “Acquiror 2019 10-K” means the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and Acquiror’s annual report on Form 10-K for the fiscal year ended December 31, 2019 to be filed with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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 orSEC, in the case of unaudited statementsform previously provided to the Company, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject which will not be modified in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all any material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedrespect.

SEC Reports. Purchaser Parent Financial Statements. AdStar has filed and made available all reports required to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly be filed by Purchaser Parent with it under the Securities and Exchange Commission under Act of 1934, as amended (the "Exchange Act"), since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the one year preceding the date hereof and prior to (the Closing Date) are foregoing being collectively referred to herein as the “Purchaser Parent "SEC Reports.” The Purchaser Parent SEC Reports (a") were filed on a timely basisbasis 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 their respective dates, (b) comply the SEC Reports complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder promulgated thereunder, and (c) did notnone of the SEC Reports, at when filed, nor the time they were filed (except AdStar Private Placement Memorandum provided to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)Stockholders, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except for notices from NASDAQ regarding the failure to meet the net worth requirements or minimum bid prices for continued listing of their respective datesits common stock on the Nasdaq Small Cap Market, AdStar has not, since January 1, 2002, received any other notice from NASDAQ or any other federal or state government agency or Self-Regulatory Organization threatening its status as a publicly traded entity entitled to have its securities traded on the Nasdaq Small Cap Market. The financial statements of AdStar included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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 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 or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)thereto, and (z) 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 Purchaser Parent AdStar as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since 2011, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror is a party or to which the property or assets of their respective datesthe Acquiror are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Acquiror was originally organized and operated through the Closing Date as a bona fide operating business without any pre-existing plan or strategy that the Acquiror would serve primarily as a merger or acquisition candidate for an unidentified company or companies. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.

SEC Reports. Purchaser Parent (a) Bitdeer has timely filed and made available to Seller via ▇▇▇▇▇ or furnished, as the case may be, all formsregistration statements, reports proxy statements, reports, forms and other documents publicly required to be filed or furnished by Purchaser Parent it with the Securities with the SEC (all of the foregoing documents filed with or furnished to the SEC and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules all exhibits included therein are referred to as the “Bitdeer SEC Reports”). As of their respective effective dates (including those in the case of Bitdeer SEC Reports that Purchaser Parent may file after are registration statements filed pursuant to the date hereof requirements of the Securities Act) and as of their respective filing dates (in the case of all other of Bitdeer SEC Reports), As of their respective filing dates of Bitdeer SEC Reports, or in each case, if amended prior to the Closing Date) are referred to herein date hereof, as of the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisdate of the last such amendment, (bi) comply each Bitdeer SEC Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Act, and (cii) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent none of such Bitdeer SEC Report), (i) in the case of any registration statement, contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the such statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Bitdeer has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). As of their respective datesSuch disclosure controls and procedures are designed to ensure that material information relating to Bitdeer, including its subsidiaries, is made known to Bitdeer’s principal executive officer and principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the Bitdeer principal executive officer and principal financial statements officer to material information required to be included in Bitdeer’s periodic and current reports required under the Purchaser Parent SEC Reports (x) comply Exchange Act. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Bitdeer is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act that are applicable accounting requirements to Bitdeer. (c) Bitdeer has been and is in compliance in all material respects with the published applicable listing and corporate governance rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedNASDAQ.

SEC Reports. Purchaser Parent (a) Buyer has timely filed and made available to Seller via ▇▇▇▇▇ with, or otherwise furnished to, the SEC, as applicable, all registration statements, prospectuses, forms, reports reports, certifications, statements and other documents publicly required to be filed or furnished by Purchaser Parent with it under the Securities and Exchange Commission under Act or the Exchange Act, since January 1, 2019. All as the case may be (such forms, reports and other documents, including any audited as have been supplemented, modified or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after amended since the date hereof and prior to the Closing Date) are referred to herein as time of filing, collectively, the “Purchaser Parent Buyer SEC Reports.” The Purchaser Parent SEC Reports ”). As of their respective effective dates (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any the Buyer SEC Reports that are registration statementstatements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Buyer SEC Reports), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, each Buyer SEC Report: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent such Buyer SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinmade in such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports misleading and (xii) comply complied in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and with the published applicable rules and regulations of the Securities SEC promulgated thereunder. (b) All of the audited financial statements and Exchange Commission with respect theretounaudited interim financial statements of B▇▇▇▇ included in or incorporated by reference into the Buyer SEC Reports, as applicable, including the related notes and schedules (ycollectively, the “Buyer Financial Statements”): (A) were have been prepared in all material respects in accordance with United States generally accepted accounting principles 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 interim financial statements, subject to for normal and recurring year-end audit adjustments or otherwise adjustments), (B) comply as permitted by Form 10-Q to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Securities and Exchange Commission), SEC with respect thereto and (zC) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and operations, cash flows and changes in stockholders’ equity of Buyer and its consolidated subsidiaries as of the dates and for the periods then endedreferred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). Buyer has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. (i) RSM US LLP has not resigned or been dismissed as independent public accountants of Buyer as a result of or in connection with any disagreement with Buyer on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure; (ii) Buyer or any of its subsidiaries has not formally received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Buyer or its internal accounting controls, including any material complaint, allegation, assertion or claim that B▇▇▇▇ has engaged in questionable accounting or auditing practices; (iii) no executive officer of Buyer has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act; and (iv) no enforcement action has been initiated or, to the Buyer’s Knowledge, threatened against Buyer, by the SEC relating to disclosures contained in any Buyer SEC Reports. (d) Neither Buyer nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Buyer, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Buyer or any of its subsidiaries in Buyer Financial Statements or otherwise in Buyer SEC Reports. (e) As of the date of this Agreement, there are no unresolved comments (as such term is used under Item 1B of Form 10-K) received from the SEC staff relating to the Buyer SEC Reports. To the Buyer’s Knowledge, none of the Buyer SEC Reports is subject to ongoing SEC review or investigation. Buyer has made available, to the extent not available on E▇▇▇▇, to the Company true, correct and complete copies of all written correspondence between the SEC, on the one hand, and Buyer, on the other hand. (f) Buyer maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurances (a) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (b) that receipts and expenditures of Buyer are being made only in accordance with authorizations of management and the directors of Buyer and (c) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Buyer’s and its subsidiaries’ assets that could have a material effect on Buyer’s financial statements. Buyer (i) has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that material information required to be disclosed by Buyer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Buyer’s management as appropriate to allow timely decisions regarding required disclosure and (ii) has disclosed, based on the most recent evaluation by its Chief Executive Officer and its Chief Financial Officer, to Buyer’s auditors and the audit committee of Buyer’s board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect 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 controls over financial reporting.

SEC Reports. Purchaser Parent Pittencrieff has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms("SEC") all proxy statements, reports and other documentsdocuments required to be filed by it under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") (including any audited or unaudited financial interim reports required to be filed), and Pittencrieff has furnished to AMI copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 1994, its quarterly report on Form 10-Q for the quarter ended June 30, 1995, and all final proxy statements and any notes thereto or schedules included therein reports filed by Pittencrieff under the Exchange Act since June 30, 1993, each as filed (including those that Purchaser Parent may file after collectively, the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent "SEC Reports.” The Purchaser Parent "). Each SEC Reports (a) were filed on a timely basis, (b) comply Report was in compliance in all material respects with the applicable requirements of the Exchange Act its respective form, and the rules and regulations none of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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, the The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Purchaser Parent SEC Reports (xthe "Pittencrieff Financial Statements") comply in all material respects with applicable accounting requirements are true and with the published rules correct and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent Pittencrieff and the Pittencrieff Subsidiaries as of the dates thereof and the consolidated results of its operations and operations, cash flows and changes in financial position or other information included therein for the periods then endedor as of the dates thereof in each case in accordance with GAAP, and in each case in accordance with past practice during the periods involved (except as otherwise stated therein and except for normal recurring adjustments for interim periods, and that the unaudited Financial Statements do not have complete footnotes). Except and to the extent reflected or reserved against in the Pittencrieff Financial Statements, neither Pittencrieff nor any Pittencrieff Subsidiary has any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due, for the periods covered thereby. Pittencrieff does not know or have reasonable grounds to know of any basis for the assertion against Pittencrieff or any Pittencrieff Subsidiary of any claim or liability of any nature or in any amount not fully reflected or reserved against in the Pittencrieff Financial Statements for the periods provided, whether or not previously disclosed to AMI. 5.

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since February 3, 2011, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror is a party or to which the property or assets of their respective datesthe Acquiror are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Acquiror was originally organized and operated through the date hereof as a bona fide operating business without any pre-existing plan or strategy that the Acquiror would serve primarily as a merger or acquisition candidate for an unidentified company or companies. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.

SEC Reports. Purchaser Parent Acquiror has filed all reports required to be filed by it with the SEC pursuant to the Securities Act and the Exchange Act. Acquiror has made available to Seller via the Company or its counsel through EDGA▇ ▇ ▇▇▇▇▇ all formsrue and complete copy of each statement, reports report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other documents publicly filings filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, SEC by Acquiror since January 1, 20191998, and, prior to the Effective Time, Acquiror will have made available to the Company or its counsel through EDGA▇ ▇▇▇e and complete copies of any additional documents filed with the SEC by Acquiror prior to the Effective Time (collectively, the "Acquiror SEC Documents"). All such formsIn addition, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after Acquiror has made available to the Company all exhibits to the Acquiror SEC Documents filed prior to the date hereof which are (i) reasonably requested by the Company and (ii) are not available in complete form through EDGA▇ ("▇equested Confidential Exhibits") and will promptly make available to the Company all Requested Confidential Exhibits to any additional Acquiror SEC Documents filed prior to the Closing Date) Effective Time. All documents required to be filed as exhibits to the Acquiror SEC Documents have been so filed, and all material contracts so filed as exhibits are referred to herein as in full force and effect except those which have expired in accordance with their terms, and neither Acquiror nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the “Purchaser Parent Acquiror SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules Securities Act and regulations none of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent Acquiror SEC Report), (i) in the case of any registration statement, contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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 Acquiror SEC Document prior to the date hereof. As of their respective dates, the The financial statements of Acquiror, including the notes thereto, included in the Purchaser Parent Acquiror SEC Reports Documents (x) comply the "Acquiror Financial Statements"), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as of their respective dates, (y) were and have been prepared in accordance with United States generally accepted accounting principles applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statementsstatements included in Quarterly Reports on Form 10-Qs, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange CommissionSEC), and (z) . The Acquiror Financial Statements fairly present the consolidated financial condition and operating results of Acquiror and its subsidiaries at the dates and during the periods indicated therein (subject subject, in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) ). There has been no material change in all material respects Acquiror accounting policies except as described in the consolidated financial position of Purchaser Parent as of notes to the dates thereof and the consolidated results of its operations and cash flows for the periods then endedAcquiror Financial Statements.

SEC Reports. Purchaser Parent (a) Intermediate has filed and made available all reports required to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly be filed by Purchaser Parent with the Securities and Exchange Commission under (the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after “Commission”) in the twelve months preceding the date hereof (the foregoing materials are incorporated hereinby reference and prior to the Closing Date) are collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a”) were filed on a timely basisbasis in accordance with the Contracts requiring the filing of same. As of their respective dates, (b) comply or, if amended or restated prior to the date hereof, as of the date of the last such amendment or restatement, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act, as the case may be, and the rules and regulations of the Securities Commission promulgated thereunder, and Exchange Commission thereunder and (c) did not, none of the SEC Reports at the time they were filed (except to and, if amended or restated, at the extent corrected time of filing of the last such amendment or superseded by a subsequent Purchaser Parent SEC Report), (irestatement) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make tomake the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The consolidated financial statements of the Company Group included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect theretothereto as in effect at the time of filing. Such consolidated financial statements have been prepared from, (y) were prepared and are in accordance with, the books and records of Intermediate and EPL in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (covered, except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)thereto, and (z) 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 Purchaser Parent the Company Group as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. (b) The Company Group maintains a system of internal disclosure controls and procedures as required by Rule 15a-15 under the Exchange Act reasonably designed to ensure that all material information required to be disclosed by the Company Group in the reports that it files or furnishesunder the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission, and that all such material information is accumulated and communicated to the Company Group’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Reports. Purchaser Parent Financial Statements. The Company has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with it under the Securities Act and the Securities and Exchange Commission under Act (the "Exchange Act"), including pursuant to Section 13(a), 13(c) or 15(d) thereof, since January 124, 2019. All such forms, reports and other documents2005 (the foregoing materials, including any audited or unaudited financial statements the exhibits thereto and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent "SEC Reports.” The Purchaser Parent SEC Reports (a") were filed on a timely basisbasis 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 (b) comply 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 Securities 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 applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder (the "Commission") promulgated thereunder, as applicable, and (c) did notnone of the SEC Reports, at as of the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)date of filing, (i) in the case of any registration statementSEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, contain then as to the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Securities Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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, the The financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply have been prepared in all material respects accordance with the applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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 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 or, in the case of and except that unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted financial statements may not contain all footnotes required by Form 10-Q of the Securities and Exchange Commission)GAAP, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the financial condition, results of operations and cash flows of the Company and its consolidated financial position of Purchaser Parent subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Reports. Purchaser Parent (a) Monaker has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by Monaker under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which Monaker is a party or to which the property or assets of their respective datesMonaker are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of Monaker included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent Monaker as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The disclosure set forth in the SEC Reports and Registration Statements regarding Monaker’s business is current and complete and accurately reflects operations of Monaker as it exists as of the date hereof. There is no order issued by the SEC suspending the effectiveness of any outstanding Registration Statement and there are no proceedings for that purpose that have been initiated or threatened by the SEC.

SEC Reports. The Purchaser Parent has filed and delivered or made available to Seller via ▇▇▇▇▇ all formsVendor a correct and complete copy of each report, reports and registration statement, definitive proxy statement or other documents publicly disclosure document filed by the Purchaser Parent with the SEC (the Purchaser SEC Reports), The Purchaser has filed all reports under the Securities Exchange Act required to have been filed through the Execution Date and will have filed all such reports required to have been filed through the Settlement Date and has otherwise materially complied with the Securities and Exchange Commission under the Exchange Act, since January 1the Securities Exchange Act and applicable U.S. state securities laws. As of their respective dates, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that the Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (aincluding the financial statements included therein): (i) were filed on a timely basisprepared in accordance with, (b) comply and complied in all material respects with with, the applicable requirements of all laws applicable to Purchaser with respect thereto, including the Securities Act or the Securities Exchange Act Act, as the case may be, and the rules and regulations of the Securities and Exchange Commission thereunder and SEC promulgated thereunder; and (cii) did not, not at the time they were filed (except to the extent corrected and if amended or superseded by a subsequent Purchaser Parent SEC Report), (ifiling then on the date of such filing and as so amended or superseded) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Each set of their respective dates, the financial statements included (including, in each case, any related notes thereto) contained in the Purchaser Parent SEC Reports (x) comply complies as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were was prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities thereto) and Exchange Commission), and (z) each fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presents in all material respects the consolidated financial position of Purchaser Parent as of at the respective dates thereof and the consolidated results of its Purchaser’s operations and cash flows for the periods then endedindicated, except that unaudited interim financial statements were subject to normal year-end adjustments, which adjustments are not reasonably expected to have a Material Adverse Effect on Purchaser.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all required forms, and reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 2019. All such forms2001 (collectively, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser ”), all of which were prepared in all material respects in accordance with the Securities Laws. As of their respective dates, Parent SEC Reports (a) were filed on a timely basis, (b) comply complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Laws and (cb) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements consolidated balance sheets of Parent included in the Purchaser or incorporated by reference into Parent SEC Reports (x) comply in all material respects with applicable accounting requirements including the related notes and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (zschedules) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presents in all material respects the consolidated financial position of Purchaser Parent and Parent Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Parent and Parent Subsidiaries for the periods set forth therein, in each case in accordance with 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 Exchange Act and normal year-end audit adjustments which would not be material in amount or effect. No Parent Subsidiary is required to file any form or report with the SEC. The certificates of the Chief Executive Officer and Chief Financial Officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Act with respect to Parent SEC Reports, as applicable, are true and correct as of the dates thereof date of this Agreement as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the consolidated results procedures in accordance with their terms and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of its operations and cash flows for the periods then endedExchange Act.

SEC Reports. Purchaser Parent has has, since the consummation of its initial public offering, timely filed and made available to Seller via ▇▇▇▇▇ or furnished all material forms, reports reports, schedules, statements and other documents publicly required to be filed by Purchaser Parent it with the Securities SEC, together with any material amendments, restatements or supplements thereto, and Exchange Commission under the Exchange Act, since January 1, 2019. All all such forms, reports reports, schedules, statements and other documentsdocuments required to be filed or furnished under the Securities Exchange Act or the Securities Act (excluding Section 16 under the Securities Exchange Act) (collectively, including and together with any audited or unaudited financial statements exhibits and any notes schedules thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as other information incorporated therein, the “Purchaser Parent SEC Reports.” The Purchaser ”). Each of the Parent SEC Reports (a) were filed on a timely basisReports, (b) comply as of the respective date of its filing or, if amended, as of the date of the most recent amendment, complied in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act and the any rules and regulations promulgated thereunder applicable to the Parent SEC Reports. As of the Securities and Exchange Commission thereunder and (c) did notrespective date of its filing or most recent amendment, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser no Parent SEC Report), (i) in the case of any registration statement, contain Report contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As To the knowledge of their respective datesParent, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Parent SEC Reports. None of the information supplied by Parent for inclusion in the Proxy Statement will, at the date of mailing of the Proxy Statement (and any amendment or supplement thereto) and at the consolidated results time of its operations and cash flows for Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the periods then endedstatements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, none of Parent, Merger Sub I or Merger Sub II makes any representations or warranties with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied by or on behalf of any Eos Company or any projections or forecasts included in such materials.

SEC Reports. Purchaser Parent PubCo has timely filed all reports, schedules, forms, registration statements and other documents as required by the SEC (the "SEC") and PubCo has delivered or made available to Seller via ▇▇▇▇▇ the Dyna all reports, schedules, forms, reports registration statements and other documents publicly filed by Purchaser Parent with the Securities SEC (collectively, and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports in each case including all exhibits and other documents, including any audited or unaudited financial statements schedules thereto and any notes thereto or schedules included documents incorporated by reference therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent PubCo SEC Reports.” The Purchaser Parent Documents"). As of their respective dates, the PubCo SEC Reports (a) were filed on a timely basis, (b) comply Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the Securities SEC promulgated thereunder applicable to such PubCo SEC Documents, and Exchange Commission thereunder none of the PubCo SEC Documents (including any and (call consolidated financial statements included therein) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case as of any registration statement, contain such date contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of their respective dateswhich has been provided to the Company prior to the date of this Agreement), none of the PubCo SEC Documents, to the knowledge of the PubCo's management, contains any untrue statement of a material fact or omits to state any 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. The consolidated financial statements of PubCo included in the Purchaser Parent such PubCo SEC Reports (x) Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were have been prepared in accordance with United States U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly 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 or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities thereto) and Exchange Commission), and (z) 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 Purchaser Parent PubCo and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and changes in cash flows for the periods then endedended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by PubCo's independent accountants). Except as set forth in the PubCo SEC Documents, at the date of the most recent audited financial statements of PubCo included in the PubCo SEC Documents, PubCo has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to PubCo.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisOn and after the Escrow Release Date, (b) comply in all material respects with the applicable requirements of the Exchange Act and whether or not required by the rules and regulations of the Securities SEC, so long as any Notes are outstanding, the Issuer will furnish to the Trustee and, upon written request, the Holders, within the time periods specified in the SEC’s rules and Exchange Commission thereunder regulations for non­accelerated filers: (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10­Q and 10­K if the Issuer were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8­K if the Issuer were required to file such reports; If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Issuer will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC as a “non­accelerated filer.” (b) Notwithstanding anything to the contrary, this Section 4.02 does not require the Issuer to comply with Rule 3­10 or Rule 3­ 16 of Regulation S­X (or any successor provision), or to provide separate financial statements of any Guarantor; provided that the Issuer will continue to provide qualitative information on non­Guarantor Subsidiaries substantially consistent with the information provided in the Offering Memorandum in the reports required to be delivered pursuant to Section 4.02(a)(1) above. At any time that any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries and the EBITDA of such Unrestricted Subsidiaries (determined in a manner consistent with the definition of EBITDA in this Indenture) account collectively for more than 1.0% of the Issuer’s corresponding consolidated amount, then the quarterly and annual financial information required by Section 4.02 (a) will include a reasonably detailed quantitative presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or elsewhere in reports provided by the Issuer pursuant to this covenant of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (c) did notIn addition, at any time on and after the time they were filed (except Escrow Release Date when the Issuer is not subject to the extent corrected reporting requirements of Section 13 or superseded by a subsequent Purchaser Parent SEC Report)15(d) of the Exchange Act, (i) in the case Issuer shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any registration statement, contain any untrue statement of a material fact or omit to state a material fact information required to be stated delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Delivery of any reports, information and documents to the Trustee will be for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements determinable from information contained therein, in including the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects Issuer’s compliance with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results any of its operations and cash flows for covenants hereunder (as to which the periods then endedTrustee will be entitled to rely exclusively on Officers’ Certificates).

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since January __, 2012, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror or the Acquiror Subsidiary is a party or to which the property or assets of their respective datesthe Acquiror or the Acquiror Subsidiary are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Acquiror was originally organized and operated through the Closing Date as a bona fide operating business without any pre-existing plan or strategy that the Acquiror would serve primarily as a merger or acquisition candidate for an unidentified company or companies. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.

SEC Reports. (a) The Purchaser Parent has timely filed and made available to Seller via ▇▇▇▇▇ or furnished, as applicable, all forms, reports and other documents publicly required to be filed or furnished by Purchaser Parent it with the Securities and Exchange Commission under the Exchange Act, SEC since January November 1, 2019. All 2013 pursuant to the Securities Act or the Securities Exchange Act (such forms, reports and other documentsdocuments so filed, furnished or provided, including any audited or unaudited financial statements amendment thereto, collectively, the “SEC Reports”). As of their respective dates of filing (and any notes thereto or schedules included therein (including those that Purchaser Parent may file after as of the date hereof and prior to of any amendment or incorporation by reference), each of the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (ai) were filed on a timely basis, (b) comply complied in all material respects with the applicable requirements of the Exchange Securities Act and the rules and regulations Exchange Act, each as in effect on the dates of the Securities and Exchange Commission thereunder such SEC Report and (cii) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As . (b) Since the date of the latest SEC Report, (i) the Purchaser and its Subsidiaries have operated their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply businesses in all material respects in the ordinary course of business consistent with applicable accounting requirements past practice and with (ii) no fact or event has occurred or circumstance or change has arisen that, individually or in the published rules aggregate, has had or would reasonably be likely to have a Purchaser Material Adverse Effect. (c) The financial statements (including the related notes and regulations schedules) of the Securities Purchaser and Exchange Commission with respect thereto, its consolidated Subsidiaries (ythe “Purchaser Financial Statements”) were included in the SEC Reports (i) have been prepared in accordance with United States generally accepted accounting principles Applicable Accounting Standard 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (zii) 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 Purchaser Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations operations, shareholders’ equity and cash flows of the Purchaser and its consolidated Subsidiaries for the periods then ended. (d) The Purchaser and its Subsidiaries have no Liabilities that would have a Purchaser Material Adverse Effect other than (i) Liabilities reflected, accrued or reserved in the most recent audited balance sheet included in the Purchaser Financial Statements as of the date hereof, (ii) Liabilities incurred by the Purchaser or any of its Subsidiaries after the most recent audited balance sheet included in the Purchaser Financial Statements in the ordinary course of business consistent with past practice or otherwise disclosed in the SEC Reports, and (iii) Liabilities incurred in connection with this Agreement or other Transaction Documents.

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since February 5, 2007, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror is a party or to which the property or assets of their respective datesthe Acquiror are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Acquiror was originally organized and operated as a bona fide operating business without any pre-existing plan or strategy that the Acquiror would serve primarily as a merger or acquisition candidate for an unidentified company or companies. On February 5, 2007 the Acquiror filed a Form 10 indicating its shell status. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.

SEC Reports. Purchaser Parent has filed and made available Until the Company becomes subject to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under reporting requirements of Section 13 or 15(d) of the Exchange Act, since January 1, 2019. All such forms, the Company will make available to the Trustee and the registered Holders of the Securities the annual reports and the information, documents and other documents, including reports (or copies of such portions of any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after of the date hereof and prior to the Closing Date) are referred to herein foregoing as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (amay by rules and regulations prescribe) were filed on a timely basis, (bthat are specified in Sections 13 and 15(d) comply in all material respects with the applicable requirements of the Exchange Act with respect to U.S. companies that are subject to such reporting requirements within the time periods specified therein or in the relevant forms. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management's Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries. In addition, the Issuers and the rules Subsidiary Guarantors have agreed that they will make available to the Holders and regulations to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. For purposes of this covenant, the Issuers and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Securities as required by this covenant if it has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. ▇▇e filing requirements set forth above for the applicable period may be satisfied by the Company prior to the commencement of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the exchange offer registration statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities and Exchange Commission thereunder and (c) did not, at Act; provided that this paragraph shall not supersede or in any manner suspend or delay the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) Company's reporting obligations set forth in the case first three paragraphs of this covenant. In the event that any registration statement, contain any untrue statement of a material fact direct or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light indirect parent company of the circumstances under which they were made, not misleading. As Company becomes a guarantor of their respective datesthe Securities, the Company may satisfy its obligations under this covenant by furnishing financial statements included in the Purchaser Parent SEC Reports information relating to such parent; provided that (x) comply in all material respects with applicable accounting requirements such financial statements are accompanied by consolidating financial information for such parent, the Company, the Subsidiary Guarantors and with the published rules and regulations Subsidiaries of the Securities Company that are not Subsidiary Guarantors in the manner prescribed by the SEC and Exchange Commission with respect thereto, (y) were prepared such parent is not engaged in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated any business in the notes thereto orany material respect other than incidental to its ownership, in the case of unaudited statements, subject to normal year-end audit adjustments directly or otherwise as permitted by Form 10-Q indirectly of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as Capital Stock of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedCompany.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and Whether or not required by the rules and regulations of the Securities and Exchange Commission thereunder and SEC, so long as any Notes are outstanding, Superior Energy will furnish (cwithout exhibits) did notto the Holders or cause the Trustee to furnish to the Holders, at within the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) periods specified in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact SEC’s rules and regulations: (1) all quarterly and annual reports that would be required to be stated therein or necessary filed with the SEC on Forms 10-Q and 10-K if Superior Energy were required to make file reports; and (2) all current reports that would be required to be filed with the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit on Form 8-K if Superior Energy were required to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingfile such reports. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply All such reports will be prepared in all material respects in accordance with applicable accounting requirements and with all of the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied applicable to such reports. Each annual report on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q K will include a report on Superior Energy’s consolidated financial statements by Superior Energy’s certified independent accountants. In addition, Superior Energy will file a copy of each of the Securities and Exchange Commission), reports referred to in clauses (1) and (z2) fairly present (subject above with the SEC for public availability within the time periods specified in the case rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. Issuer will at all times comply with TIA § 314(a). Delivery of unaudited statements such reports, information and documents to normalthe 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, recurring and year-end audit adjustments) in all material respects including the consolidated financial position Issuer’s compliance with any of Purchaser Parent its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). If, at any time, Superior Energy is no longer subject to the periodic reporting requirements of the dates thereof Exchange Act for any reason, Superior Energy will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. Superior Energy will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept Superior Energy’s filings for any reason, Superior Energy will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if Superior Energy were required to file those reports with the SEC. (b) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, Issuer and the consolidated results of its operations Guarantors will furnish to the Holders and cash flows for to securities analysts and prospective investors, upon their request, the periods then endedinformation required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SEC Reports. Purchaser Parent has filed and made available Whether or not the Company is subject to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under reporting requirements of Section 13 or 15(d) of the Exchange Act, since January 1Holdings will file with the SEC (subject to the next sentence) and provide the Trustee and noteholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, 2019. All such formsreports to be so filed and provided at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and other documentsexhibits required for such reports. If at any time, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior Holdings is not subject to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable periodic reporting requirements of the Exchange Act for any reason, the Company or Holdings will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. Holdings agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company or Holdings will post the reports specified in the preceding sentence on its website within the time periods that would apply if Holdings were required to file those reports with the SEC. If the combined operations of the Parent Guarantor and its subsidiaries, excluding the operations of the Company and its Restricted Subsidiaries and excluding cash and cash equivalents, would, if held by a single Unrestricted Subsidiary of the Company, constitute a Significant Subsidiary of the Company, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and the rules Company’s Restricted Subsidiaries separate from the financial condition and regulations results of operations of the Securities Parent Guarantor and Exchange Commission thereunder and (c) did notits other Subsidiaries; provided however, at that the time they were filed (except requirements of this paragraph shall not apply if the Company files with the SEC the reports referred to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of immediately preceding paragraph, and any registration statementsuch report contains the information described in this paragraph. In addition, contain Holdings shall furnish to noteholders, prospective investors, broker-dealers and securities analysts, upon their request, any untrue statement of a material fact or omit to state a material fact information required to be stated therein delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. Following a Company-Holdings Merger, a Holdings-Sirius Merger or necessary to make a Company-Sirius Merger, the statements therein not misleading obligations of Holdings under this covenant shall be assumed by the Company or (ii) in Sirius, as the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light may be. Each of the circumstances under which they were made, not misleading. As following is an Event of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.Default:

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since April 19, 2011, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”), except for the interactive date files.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror is a party or to which the property or assets of their respective datesthe Acquiror are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Acquiror was originally organized and operated through the Closing Date as a bona fide operating business without any pre-existing plan or strategy that the Acquiror would serve primarily as a merger or acquisition candidate for an unidentified company or companies. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.

SEC Reports. Purchaser (a) Parent has filed and made available with or furnished to Seller via ▇▇▇▇▇ the SEC all reports, schedules, forms, reports statements, prospectuses, registration statements and other documents publicly required to be filed or furnished by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms2009 (collectively, reports together with any exhibits and schedules thereto or incorporated by reference therein and other documentsinformation incorporated therein, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the same may have been amended, the “Purchaser Parent SEC Reports.” The Purchaser ”), all of which were prepared in all material respects in accordance with the “Securities Laws”. As of their respective dates (and as of their respective amendment dates or effective dates, as applicable), the Parent SEC Reports (ai) were complied, and each Parent SEC Report filed on a timely basissubsequent to the date hereof will comply, (b) comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Laws and (cii) did not, at the time they were and each Parent SEC Report filed (except subsequent to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementdate hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements consolidated balance sheets included in or incorporated by reference into the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements including the related notes and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (zschedules) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presents in all material respects the consolidated financial position of Purchaser Parent and the Parent Subsidiaries as of the dates thereof its date and each of the consolidated results statements of its operations income, retained earnings and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Parent and the Parent Subsidiaries for the periods then endedset forth therein, in each case in accordance with 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 Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect. (b) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). (c) Parent has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act). (d) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not, since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) Since January 30, 2009, Parent has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq. (f) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of the Parent as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and Nasdaq.

SEC Reports. Purchaser Parent The Acquirer has timely furnished or filed and made available to Seller via ▇▇▇▇▇ all forms, reports registration statements, reports, schedules and other documents publicly required to be furnished or filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange ActAct or the Securities Act with the Commission since July 30, since January 1, 2019. All 2015 (all such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and documents filed prior to the Closing Date) are referred to herein as date hereof, collectively the “Purchaser Parent "SEC Reports.” Documents"). The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did notDocuments, at the time they were filed (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), Document) (ia) in the case of any registration statement, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As of their respective dates, the Any audited or unaudited financial statements and any notes thereto or schedules included in the Purchaser Parent SEC Reports Documents (xthe "Acquirer Financial Statements"), at the time filed, (A) comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (yB) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved presented thereby (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), ) and (zC) fairly present (subject in the case of unaudited statements to normal, normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquirer and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. ▇▇▇▇▇▇▇ & Company is the independent registered public accounting firm that performs auditing services for the Acquirer and has not resigned or been dismissed as independent registered public accountants of the Acquirer as a result of or in connection with any disagreement with the Acquirer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ the Company copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, Quarterly Reports on Form 10-Q for the quarters ended April 3, 2005, July 3, 2005 and October 2, 2005 and all forms, other reports and other documents publicly or registration statements filed by Purchaser Parent with the Securities and Exchange Commission SEC under the Exchange Actapplicable Laws since December 31, since January 1, 2019. All 2003 (all such forms, reports and other documentsregistration statements being herein collectively called the “Parent SEC Filings”), including any audited each as filed with the SEC. Each such Parent SEC Filing, when it became effective or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after was filed with the date hereof and prior to the Closing Date) are referred to herein SEC, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act, as applicable, and the rules and regulations of the Securities and Exchange Commission SEC thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser each Parent SEC Report)Filing did not on the date of effectiveness or filing, (i) in as the case of any registration statementmay be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Parent has made all filings required to be made under the Exchange Act for the twelve (12) months prior to the date of their respective dates, the this Agreement. The financial statements of Parent included in the Purchaser Parent SEC Reports (x) comply Filings complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) as of the respective dates of effectiveness or filing of such Parent SEC Filings, were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form Rule 10-Q 01 of Regulation S-X of the Securities SEC) and Exchange Commission), and (z) fairly present in all material respects in accordance with applicable requirements of GAAP (subject subject, in the case of the unaudited statements statements, to normalnormal year end adjustments, recurring and year-end audit adjustmentsnone of which in the aggregate will be material) in all material respects the consolidated financial position of Purchaser Parent and its consolidated Subsidiaries as of the their respective dates thereof and the consolidated results of its operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods then endedpresented therein. The chief executive officer and the chief financial officer of Parent have signed, and Parent has filed with the SEC, all certifications required by Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither Parent nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 4.9, the term “file” shall be broadly construed to include any manner in which a document or information is filed with the SEC.

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since May 3, 2013, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror is a party or to which the property or assets of their respective datesthe Acquiror are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Acquiror was originally organized and operated as a bona fide operating business without any pre-existing plan or strategy that the Acquiror would serve primarily as a merger or acquisition candidate for an unidentified company or companies. On May 3, 2013 the Acquiror filed a Form 10 indicating its shell status. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and Whether or not required by the rules and regulations of the Securities and Exchange Commission thereunder and SEC, so long as any Notes are outstanding, the Parent shall (ca) did not, at file with the time they were filed (except SEC to the extent corrected or superseded such submission is accepted for filing by a subsequent Purchaser Parent the SEC Report), (i) within the time periods specified in the case of any registration statementSEC’s rules and regulations that would apply if the Parent were required to file with the SEC) and (b) file with the Trustee (within 15 days after it files with the SEC (or, contain any untrue statement of a material fact if the Parent does not timely file, or omit is not required to state a material fact file, with the SEC or such submission is not accepted for filing with the SEC, within 15 days after the time the Parent would have been required to file with the SEC if the Parent were required to file, and were to timely file, with the SEC and such submission were to be accepted for filing): (1) all quarterly and annual reports that would be required to be stated therein or necessary filed with the SEC on Forms 10-Q and 10-K if the Parent were required to make file such reports under the statements therein not misleading or Exchange Act; (ii2) all current reports that would be required to be filed with the SEC on Form 8-K if the Parent were required to file such reports under the Exchange Act; (3) in a footnote to the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact 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, the Parent’s financial statements included in such annual reports to be filed pursuant to clause (1) of this paragraph, annual audited condensed consolidated financial information of Holdings and audited condensed unconsolidated financial information of the Purchaser Company for the same periods, in addition to the financial information required to comply with Rule 3-10 of Regulation S-X under the Securities Act; and (4) in a footnote to the Parent’s financial statements included in such quarterly reports to be filed pursuant to clause (1) of this paragraph, quarterly unaudited condensed consolidated financial information of Holdings and unaudited condensed unconsolidated financial information of the Company for the same periods, in addition to the financial information required to comply with Rule 3-10 of Regulation S-X under the Securities Act. The Parent will be deemed to have filed such reports with the Trustee if the Parent has filed such reports with the SEC Reports via the ▇▇▇▇▇ filing system and such reports are made publicly available. (xb) comply All reports filed pursuant to this Section 4.03 will be prepared in all material respects in accordance with applicable accounting requirements and with all of the published SEC’s rules and regulations applicable to such reports. Each annual report will include a report on the Parent’s consolidated financial statements (and on the information required to be included therein pursuant to clause (3) of Section 4.03(a)) by the Parent’s certified independent accountants. (c) If Holdings has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by clauses (3) and (4) of Section 4.03(a), will include, to the extent not already required to be included therein pursuant to clause (3) or clause (4) of Section 4.03(a), a reasonably detailed presentation of the Securities financial condition and Exchange Commission with respect theretoresults of operations of Holdings and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Holdings. (d) If, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during at any time, the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, Parent is no longer subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q the periodic reporting requirements of the Securities and Exchange Commission)Act for any reason, and the Parent will nevertheless continue filing the reports specified this Section 4.03 with the SEC within the time periods specified in this Section 4.03 unless the SEC will not accept such a filing. The Parent will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Parent’s filings for any reason, the Parent will post the reports referred to in this Section 4.03 on its website within the time periods specified in this Section 4.03 as if the Parent were required to file those reports with the SEC. (ze) 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 Purchaser Parent as of the dates thereof The Company and the consolidated results Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file the reports required by this Section 4.03 with the SEC, they will furnish to the Holders of its operations Notes and cash flows for to securities analysts and prospective investors, upon their request, the periods then endedinformation required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SEC Reports. Purchaser Parent TowerCo has filed and made available to Seller via ▇▇▇▇▇ all required forms, reports and other ----------- documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, SEC since January July 1, 20191998 (collectively, the "TowerCo SEC ----------- Reports"). All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent TowerCo SEC Reports (a) were filed on a timely basiscomplied, (b) comply as of their respective dates, in ------- all material respects with the all applicable requirements of the Exchange Securities Act and the rules and regulations Exchange Act. As of their respective dates, none of the Securities and Exchange Commission thereunder and (c) did notTowerCo SEC Reports, at the time they were filed (except to the extent corrected including, without limitation, any financial statements or superseded schedules included or incorporated by a subsequent Purchaser Parent SEC Report)reference therein, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As There have been filed as exhibits to, or incorporated by reference in, TowerCo's Annual Report on Form 10-K as filed with the SEC on March 19, 1999, all Contracts which, as of their respective datesthe date hereof, are material as described in Item 601(b)(10) of Regulation S-K. TowerCo has heretofore delivered to AirTouch, in the form filed with the SEC, all of the TowerCo SEC Reports. The audited consolidated financial statements and the unaudited interim financial statements of TowerCo, including in each case the notes thereto, included in the TowerCo SEC Reports have been prepared in accordance with GAAP, and such balance sheets, including the related notes, fairly present the consolidated financial position, assets and liabilities (whether accrued, absolute, contingent or otherwise) of TowerCo and its subsidiaries at the dates indicated and such consolidated statements of income, changes in stockholders' equity and statements of cash flow fairly present the consolidated results of operations, changes in stockholders' equity and cash flow of TowerCo for the periods indicated, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. The unaudited financial statements included in the Purchaser Parent TowerCo SEC Reports (x) comply contain all adjustments, which are solely of a normal recurring nature, necessary to present fairly the results of operations and changes in all material respects with applicable accounting requirements stockholders' equity and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent (i) Sylvan has heretofore delivered to Chauncey copies of Sylvan's (w) Annual Report on Form 10-K for the year ended December 31, 1997 as filed with the Securities and made available Exchange Commission, (x) proxy statements relating to Seller via ▇▇▇▇▇ Sylvan's annual meeting of stockholders held in 1997, (y) Annual Report for Stockholders for 1997, and (z) all forms, other reports and other documents publicly or registration statements filed by Purchaser Parent Sylvan with the Securities and Exchange Commission under since December 31, 1997. There has been no material adverse change from the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including information set forth in any audited SEC Document (as defined below) filed on or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and or prior to the Closing Date. (ii) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were Sylvan has filed on a timely basis, (b) comply in all material respects and will file with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Commission, all forms, reports, schedules, statements, exhibits and other documents (ccollectively the "SEC Documents") required to be filed on or before the date hereof or the Closing Date, respectively, by Sylvan under the Securities Act or the Exchange Act. At the time of the filings the SEC Documents filed by Sylvan (x) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or misleading, and (iiy) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case of Purchaser Parent may be. No SEC Reports other than registration statements, include Document filed on or after the date hereof and on or prior to the Closing Date will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, made therein not misleading. As Sylvan shall deliver to Chauncey a copy of their respective dates, any SEC document within five (5) days of the financial statements included in the Purchaser Parent date of filing of such SEC Reports (x) comply in all material respects with applicable accounting requirements and document with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) 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 Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Since January 1, 2020, Viewbix Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly with the SEC that have been required to be filed by Purchaser Parent with it under applicable laws prior to the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All date hereof (all such forms, reports and other documents, including any audited together with all documents filed or unaudited financial statements furnished on a voluntary basis and any notes thereto all exhibits and schedules thereto, the “SEC Reports”). As of its filing date (or, if amended or schedules included therein (including those that Purchaser Parent may file after the date hereof and superseded by a filing prior to the Closing Date) are referred to herein as date of this Agreement, on the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisdate of such amended or superseded filing), (bi) comply each Company Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and Act, and/or the rules and regulations of S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the Securities and Exchange Commission thereunder case may be, each as in effect on the date such Company Report was filed, and (cii) each Company Report did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As To the Knowledge of their respective datesthe Company, none of the SEC Reports is the subject of ongoing SEC review or investigation. The financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) 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 in the United States 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, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission“GAAP”), and (z) fairly present (subject in represent the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Viewbix Parent and as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments and the omission of certain footnotes. Except as set forth in the SEC Reports, Viewbix Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of Viewbix Parent or in the notes thereto. As of the Merger Effective Date, all liabilities of Viewbix Parent shall have been paid off and shall in no event remain liabilities of Viewbix Parent following the Merger Effective Date, other than immaterial liabilities that will be scheduled prior to the Merger Effective Date.