Common use of Company SEC Reports Clause in Contracts

Company SEC Reports. Since November 15, 2007, the Company has filed all forms, reports, statements, schedules and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSE.

Company SEC Reports. (a) Since November 15March 31, 20072008, the Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that have been were required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time Law (all such forms, reports reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during any such period periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates date (in the case of any Company SEC Reports Report that are is a registration statements statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ai) each Company SEC Report complied, or will comply, as the case may be, as to form complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, each as in effect on the date such Company SEC Report waswas filed, or will be, filed mailed or effective, as applicable, and (bii) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the . (b) The Company and each of its officers and directors, have been and directors are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Act. (c) The Company is in compliance in all material respects with the rules and regulations promulgated thereunder of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (Bd) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the applicable listing Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and corporate governance rules the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and regulations 906 of NYSEthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Company SEC Reports. Since November 15, 2007, the The Company has filed all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under applicable Laws laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). Each Company SEC Report complied, or will comply, as the case may be, as of its filing date, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Newco or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, not and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSE.

Company SEC Reports. Since November 15, 2007Except as set forth in Section 4.4(a) of the Company Disclosure Schedule, the Company has filed with the SEC all registration statements, forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andsince January 1, in 2000 (including all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed certifications required pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)), and copies of all registration statements, forms, reports and other documents filed by the Company with the SEC since such date are publicly available. All such registration statements, forms, reports, certificates and other documents (including those that the Company may file after the date such hereof until the Closing) are referred to herein as the “Company SEC Report wasReports”. The Company SEC Reports (i) were, except as set forth in Section 4.4(a) of the Company Disclosure Schedule, filed on a timely basis, (ii) at the time filed, or will beif amended, filed as of the time of the last such amendment prior to the date of this Agreement, were prepared in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act or effective, and (b) each Company SEC Report did not, and will notthe S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not at the time they were filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer Subsidiary of the Company has failed is subject to make the certifications required reporting requirements of him Section 15(d) of the Securities Act or her under Rule 13a-14 or 15d-15 Section 13(a) of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC ReportsAct. Neither the Company nor its Subsidiaries is a party to and is bound by, and neither the Company’s nor its Subsidiaries’ assets or properties are subject to, any of its executive officers has received notice from any Governmental Authority challenging Contract required to be disclosed in a Form 10-K, Form 10-Q or questioning Form 8-K that is not disclosed in the accuracyCompany’s Form 10-K filed on March 16, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSE2005.

Company SEC Reports. Since November 15, 2007, the The Company has filed with or furnished to the SEC all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under pursuant to applicable Laws since the Lookback Date and prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time of this Agreement (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). Each Company SEC Report complied, as of its filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database No Subsidiary of the SEC. None of the Company’s Subsidiaries Company is required to file any forms, reports or other documents with the SEC. No executive officer As of the Company has failed to make date hereof, there are no outstanding or unresolved comments in comment letters received from the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act SEC with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither As of the date hereof, none of the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning SEC Reports (other than confidential treatment requests) is, to the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007Company’s Knowledge, the Company and each subject of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEongoing SEC review.

Company SEC Reports. Since November 15The Company has timely filed with, 2007or furnished to, as applicable, the Company has filed SEC all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereofsince October 1, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time 2007 (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As , each of its respective effective dates (which complied in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and all material respects, as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, with the applicable requirements of the Securities Act or will complythe Exchange Act, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report waswas filed, except as otherwise disclosed in any such Company SEC Report. As of its filing date (or, if amended or will besuperseded by a filing prior to the date of this Agreement, filed on the date of such amended or effectivesuperseded filing), and (b) each Company SEC Report Report, including any financial statements or schedules included or incorporated by reference therein, did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 in any respect to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither and neither the Company nor any of its executive officers has received notice from any Governmental Authority Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSE.

Company SEC Reports. Since November 15, 2007, the The Company has filed with or furnished to the SEC all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under pursuant to applicable Laws since the Lookback Date and prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time of this Agreement (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). Each Company SEC Report complied, as of its filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database No Subsidiary of the SEC. None of Company is, or since the Company’s Subsidiaries is Lookback Date has been, required to file any forms, reports or other documents with the SEC. No executive officer As of the Company has failed to make date hereof, there are no outstanding or unresolved comments in comment letters received from the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act SEC with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither As of the date hereof, none of the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning SEC Reports is, to the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007Company’s Knowledge, the Company and each subject of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEongoing SEC review.

Company SEC Reports. Since November 15, 2007, the (a) The Company has timely filed all forms, reports, statements, schedules and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates The Company SEC Reports, including any financial statements or schedules included in the Company SEC Reports, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if Report amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended amending or superseded filingsuperseding filing (and, with respect to clause (i) of this sentence only, only on such date), ) (ai) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. True The financial statements of the Company and correct copies of all the Company Subsidiaries included in the Company SEC Reports (i) have been prepared from, and are in accordance with, the books and records of the Company and the Company Subsidiaries, (ii) at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Company SEC Report amended or superseded by a filing prior to the date hereof have been furnished of this Agreement, then on the date of such amending or superseding filing) complied as to Parent or are publicly available form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the Electronic Data Gatheringnotes thereto, Analysis and Retrieval (▇▇▇▇▇) database or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and (iv) fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments and in the case of any Company SEC Reports amended or superseded by a filing prior to the date of this Agreement, such amending or superseding filing) the consolidated financial position of the Company and the consolidated Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. (b) The Company’s principal executive officer and its principal financial officer have (x) devised and maintained a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, and (y) disclosed to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s or any Company Subsidiary’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company internal controls and the Company has made available to Buyer and VAB Acquisition Sub copies of any written materials relating to the foregoing. None The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the Exchange Act); to the Company’s Knowledge, such disclosure controls and procedures are designed to ensure that material information relating to the Company and the Company Subsidiaries required to be included in the Company’s periodic reports under the Exchange Act, is made known to the Company’s principal executive officer and its principal financial officer by others within the Company or any of the Company Subsidiaries, and, to the Company’s Knowledge, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to such material information required to be included in the Company’s periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company’s Subsidiaries is required to file any forms, reports or other documents with . Since the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Reportof 2002, except as disclosed in certifications filed with the Company SEC Reports. Neither neither the Company nor any Company Subsidiary has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each or any Company Subsidiary. The Company has completed its process of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSE2002.

Company SEC Reports. Since November 15, 2007, the (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, statementsschedules, schedules statements and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereofSecurities Act or the Exchange Act since December 31, 2003 (such documents, as supplemented or amended since the time of filing, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period all information incorporated by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules theretoreference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with or furnish to the SEC any such forms, reports, schedules, statements or other documents. As of its their respective effective dates (in dates, the case of Company SEC Reports that are registration Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date amended, as of this Agreement, on the date of such amended or superseded filing), amendment) (ai) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on Exchange Act, and the date rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Report was, or will be, filed or effectiveReports, and (bii) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True . (b) The Company maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that has been designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and correct copies to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) The Company maintains a system of all “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) necessary in order for the Chief Executive Officer and Chief Financial Officer of the Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available engage in the Electronic Data Gatheringreview and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. The Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act are recorded, Analysis processed, summarized and Retrieval (▇▇▇▇▇) database reported within the time periods specified in the rules and forms of the SEC. None of , and that all such information is accumulated and communicated to the Company’s Subsidiaries is management as appropriate to allow timely decisions regarding required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed disclosure and to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 Chief Executive Officer and Chief Financial Officer of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Company required under the Exchange Act with respect to such reports. (d) Since December 31, 2003, the Company has not received any oral or written notification of a (x) “reportable condition” or (y) “material weakness” in the Company’s internal controls over financial reporting. The terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the date hereof. (e) The Company has provided to Parent copies of all correspondence sent to or received from the SEC by the Company or its Subsidiaries or their respective counsel or accountants since December 31, 2003. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to Company SEC ReportReports. (f) The audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, except as disclosed 2006 and the unaudited consolidated interim financial statements included in certifications filed with the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2007 (including any related notes and schedules) and the other financial statements included in the Company SEC Reports. Neither Reports fairly present, in all material respects, the consolidated financial position of the Company nor any and its consolidated Subsidiaries as of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracydates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein, completenessand in each case were prepared in conformity with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and subject, form or manner in the case of filing financial statements for quarterly periods, to normal year-end adjustments not material in amount). The books of such certifications. Since November 15, 2007, account and other financial records of the Company and each of its officers Subsidiaries are true and directors, have been and are in compliance complete in all material respects with and reflect only actual transactions. (Ag) the applicable provisions There is no liability or obligation of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Company or any of its Subsidiaries (whether accrued, contingent, absolute, determined or determinable) other than: (i) liabilities or obligations disclosed or provided for in the rules and regulations promulgated thereunder unaudited consolidated balance sheet of the Company as of September 30, 2007 or disclosed in the notes thereto (the “Company Current Balance Sheet”); (ii) liabilities or obligations incurred after September 30, 2007 in the ordinary course of the Company’s business; (iii) liabilities incurred in connection with the transactions contemplated by this Agreement or disclosed on Section 3.6 of the Company Disclosure Letter; (iv) liabilities under any agreement, lease, note, mortgage, indenture or other obligation of the Company or any of its Subsidiaries, which is not in violation of the terms of this Agreement; and (Bv) other liabilities or obligations which would not, either individually or in the applicable listing and corporate governance rules and regulations of NYSEaggregate, have a Company Material Adverse Effect.

Company SEC Reports. Since November 15August 1, 20072014, the Company has filed or furnished (as applicable) all forms, reports, statementsschedules, schedules statements and other documents with the SEC that have been required to be filed or furnished (as applicable) by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time hereof (all such forms, reports reports, schedules, statements and other documents, as amended and supplemented, and together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Company SEC Report was, or will be, filed or effectivewas filed, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file or furnish (as applicable) any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15As of the date of this Agreement, 2007, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions SEC Reports. As of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and date hereof, none of the rules and regulations promulgated thereunder and (B) Company SEC Reports is subject to outstanding SEC comment or, to the applicable listing and corporate governance rules and regulations of NYSECompany’s Knowledge, investigation.

Company SEC Reports. Since November 15, 2007, the (a) The Company has filed all forms, reports, statements, schedules and other documents with the SEC that have been true and complete copies of each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated by reference in certain of such reports, required to be filed by it with the SEC since March 31, 2010, under applicable Laws prior the Securities Act or the Exchange Act (the forms, documents, statements and reports filed with or furnished to the SEC since March 31, 2010, and those filed with or furnished to the SEC subsequent to the date hereofof this Agreement, and the Company will file prior to the Effective Time all formsif any, reports statementsincluding any amendments thereto, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules theretocollectively, the “Company SEC Reports”). As of its the respective effective dates (in dates, the case of Company SEC Reports that are registration statements were filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing any such Company SEC Reports filed prior to the date of this Agreement were amended, as of the date of the last such amendment filed with the SEC at least two business days prior to the date of this Agreement), on the date of such amended each Company SEC Report, including any financial statements or superseded filing)schedules included therein, (a) each Company complied or, if filed or furnished to the SEC Report compliedafter the date of this Agreement, or will complycomply in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, as to form in all material respects with all applicable Law, including and the applicable requirements rules and regulations promulgated thereunder, and (b) did not or, if filed or furnished to the SEC after the date of this Agreement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the Securities circumstances under which they were made, not misleading. No event since the date of the last Company SEC Report has occurred that would require the Company to file a Current Report on Form 8-K other than the execution of this Agreement and the Transactions contemplated by this Agreement. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC staff with respect to any Company SEC Reports. (b) The Common Shares are registered pursuant to Section 12(g) of the Exchange Act, and the Company has taken no action designed to terminate or which to its knowledge is likely to have the effect of terminating the registration of the Common Shares under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. As of the Closing Date, the Common Shares are not excluded from the safe harbor provided by Rule 144 promulgated by the SEC pursuant to the Securities Act (“Rule 144”) because the Company is or has been in the past been a “shell company” as that term is employed in Rule 144(i). (c) The Common Shares are quoted on the OTC Bulletin Board under the symbol BERX. The Company has not received any written notice that the Common Shares are not eligible nor will become ineligible for quotation on the OTC Bulletin Board nor that the Common Shares do not meet all requirements for the continuation of such quotation and the Company satisfies all the requirements on issuers for the continued quotation of its Common Shares on the OTC Bulletin Board. The Company is in compliance with all such listing and maintenance requirements. (d) The Company’s transfer agent (the “Transfer Agent”) is a participant in and the Common Shares are eligible for transfer pursuant to the Depository Trust Company Automated Securities Transfer Program. The name, address, telephone number, fax number, contact person and email address of the Transfer Agent is set forth on Section 3.5(d) of the Company’s Disclosure Schedule. (e) The chief executive officer and chief financial officer of the Company have made all certifications (without qualification or exceptions to the matters certified) required by, and would be able to make such certifications (without qualification or exception to the matters certified) as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on and any related rules and regulations promulgated by the date such Company SEC Report was, or will be, filed or effectiveSEC, and (b) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, contained in the light of the circumstances under which they were made, not misleading. True any such certifications are complete and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither correct; neither the Company nor any of its executive officers has received notice from any Governmental Authority questioning or challenging or questioning the accuracy, completeness, form or manner of filing or submission of such certificationscertification. Since November 15, 2007, Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn. The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-14(c) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning the Company and each of its officers Subsidiaries is made known on a timely basis to the individuals responsible for preparing the Company’s SEC filings and directors, have been other public disclosure and are the Company is otherwise in compliance in all material respects with (A) the all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEAct.

Company SEC Reports. Since November 15, 2007From the date of this Agreement to the Effective Time, the Company has filed all forms, reports, statements, schedules and other documents will timely file with the SEC that have been all Company SEC Reports required to be filed by it under applicable Laws prior to the date hereofExchange Act or the Securities Act and should any error or omission in a previously filed Company SEC Report be identified, and the Company will file prior make any required filings or amendments necessary to the Effective Time all forms, reports statements, schedules and other documents with the SEC ensure that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, filings do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies As of all its filing date, or if amended after the date of this Agreement, as of the date of the last such amendment, each such Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance Report will comply in all material respects with (A) the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act and the rules and regulations promulgated thereunder and (B) Securities Act, as the applicable listing and corporate governance rules and regulations case may be. As of NYSEits filing date or, if amended after the date of this Agreement, as of the date of the last such amendment, each such Company SEC Report filed pursuant to the Exchange Act will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed after the date of this Agreement pursuant to the Securities Act, as of the date such registration statement or amendment became effective after to the date of this Agreement, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made in light of the circumstances under which they were made, not misleading.

Company SEC Reports. (a) Each registration statement, report, proxy statement or information statement prepared by the Company since January 1, 2011 (including exhibits, annexes, and any amendments thereto) is available on the Electronic Data Gathering, Analysis, and Retrieval system (“▇▇▇▇▇”) maintained by the SEC, or otherwise made available to Parent in the form filed with the SEC. Since November 15January 1, 20072011, the Company has timely filed and furnished all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time hereof (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ai) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act case may be, each as in effect on the date such Company SEC Report was, or will be, filed or effectivewas filed, and (bii) each Company SEC Report did not, and any Company SEC Reports filed with the SEC subsequent to the date of this Agreement will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all , provided that no representation or warranty is made in this Section 4.8(a) with respect to any Company SEC Reports filed prior to in connection with the date hereof have been furnished to Parent or transactions contemplated by this Agreement, which are publicly available covered solely in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SECSection 4.28. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No Since January 1, 2011, no executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither Since January 1, 2011, neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15. (b) The Company has heretofore furnished to Parent and Acquisition Sub complete and correct copies of any correspondence with the SEC with respect to previously-filed Company SEC Reports since January 1, 20072011, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the except for such correspondence that is available on ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSE.

Company SEC Reports. Since November 15, 2007, the The Company has filed all forms, reports, statements, schedules and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will complyfurnished, as the case may be, all forms, reports, registration statements and other documents required to be filed or furnished by it with the SEC since December 31, 2004, and has heretofore made available to TAS: (i) its Annual Reports on Form 10-K, as amended, for the fiscal years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively; (ii) its Quarterly Reports on Form 10-Q for the period ended March 31, 2006; (iii) all proxy statements relating to form the Company’s meetings of stockholders (whether annual or special) held since December 31, 2004; and (iv) all other forms, reports, registration statements and other documents filed by the Company with the SEC since December 31, 2004 and prior to the Effective Time. (The forms, reports, registration statements and other documents referred to in all material respects clauses (i), (ii), (iii) and (iv) above are collectively referred to herein as the “Company SEC Reports”.) The Company SEC Reports were prepared in accordance with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each Securities Act, and the rules and regulations promulgated thereunder. The Company SEC Reports, as of their respective dates (and, in effect on the case of any Company SEC Report that is a registration statement, as of the date such Company SEC Report wasregistration statement became effective), or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all All Company SEC Reports filed prior Reports, as of their respective dates, complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Company from the SEC staff with respect to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SECSEC Reports. None of the Company’s Subsidiaries is required to file any forms, reports are reporting companies under the Securities Act or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEAct.

Company SEC Reports. Since November 15, 2007, the (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all forms, reports, statementsschedules, schedules statements and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereofSecurities Act or the Exchange Act since December 31, 2005 (such documents, as supplemented or amended since the time of filing, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period all information incorporated by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules theretoreference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with or furnish to the SEC any such forms, reports, schedules, statements or other documents. As of its their respective effective dates (in dates, the case of Company SEC Reports that are registration Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed pursuant to the Securities Act(i) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 (“SOX”) and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effectiverules and regulations thereunder, and (bii) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True The Company has no outstanding and correct copies unresolved comments from the SEC with respect to any of the Company SEC Reports. (b) The audited consolidated financial statements included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2006, the unaudited consolidated interim financial statements included in the Company’s quarterly reports on Form 10-Q filed since December 31, 2006, in each case including any related notes and schedules, fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries (including, without limitation, Electric Transit, Inc.) as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods set forth therein, and, in each case, were prepared in accordance with GAAP consistently applied during the periods involved (except as otherwise expressly disclosed in the notes thereto and subject, in the case of financial statements for quarterly periods, to normal year-end adjustments). Other than as disclosed in the Company SEC Reports filed prior to the date hereof have hereof, there has been furnished to Parent or are publicly available no material change in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is accounting methods or principles that would be required to file be disclosed in the Company’s financial statements in accordance with GAAP. The disclosure in any forms, reports or other documents with report filed by the SEC. No executive officer Company after the date of this Agreement will not differ materially adversely from the disclosure set forth in Section 4.6(f) of the Company has failed Disclosure Letter in so far as such disclosure, if any, relates to make the certifications required of him or her under Rule 13a-14 or 15d-15 matters set forth in such Section 4.6(f) of the Exchange Act or Section 302 or 906 Company Disclosure Letter. The books of account and other financial records of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed and each of its Subsidiaries are true and complete in certifications filed with the Company SEC Reports. all material respects. (c) Neither the Company nor any of its executive officers Subsidiaries is a party to, or has received notice from any Governmental Authority challenging commitment to become a party to, any joint venture, off-balance sheet partnership or questioning any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the accuracyCompany and any of its Subsidiaries, completenesson the one hand, form and any unconsolidated Affiliate, including any structured finance, special purpose or manner limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of filing Regulation S-K promulgated by the SEC)), where the result, purpose or intended effect of such certifications. Since November 15contract or arrangement is to avoid disclosure of any material transaction involving, 2007or material liabilities of, the Company and each or any of its officers Subsidiaries in the Company’s or such Subsidiary’s published financial statements or the Company SEC Reports. (d) In compliance with the requirements of SOX, the Company maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances that: (i) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) transactions are executed in accordance with management’s general or specific authorizations; (iii) transactions are recorded as necessary to permit preparation of its financial statements and directorsto maintain accountability for its assets; (iv) access to assets is permitted only in accordance with management’s general or specific authorization; and (v) the recorded accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. No significant deficiency or material weakness was identified in management’s assessment of internal control over financial reporting as of December 31, 2006. (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that (i) 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 to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (f) Except as set forth in Section 4.6(f) of the Company Disclosure Letter, since December 31, 2006, no executive officer of the Company has become aware of, and neither the Company’s auditors nor any director of the Company has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in PCAOB Auditing Standard No. 5, as in effect on the date of its adoption) in the Company’s internal controls over financial reporting, or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since the date of the filing of the Annual Report on Form 10-K for the year ended December 31, 2006, there have been no material changes in internal control over financial reporting. (g) There are no liabilities or obligations of the Company or any of its Subsidiaries (whether accrued, contingent, absolute, determined or determinable) that would be required by GAAP to be reflected on a consolidated balance sheet of the Company other than: (i) any liability disclosed or provided for in the unaudited consolidated balance sheet of the Company as of June 30, 2007 or disclosed in the notes thereto (the “Current Balance Sheet”); (ii) any liability, including under any agreement, lease, note, mortgage, indenture, or any other obligation of the Company or any of its Subsidiaries, incurred after June 30, 2007 in the ordinary course of the Company’s business consistent with past practice; (iii) any liability under this Agreement or incurred in connection with the transactions contemplated by this Agreement or disclosed in Section 4.6(f) of the Company Disclosure Letter; and are (iv) any other liability incurred after June 30, 2007 that has not had and would not reasonably be expected to have, either individually or in compliance the aggregate, a Material Adverse Effect. (h) The audit committee of the Company’s Board of Directors includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. (i) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, controller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in all material respects or waiver of the Company’s code of ethics with (Arespect to any such persons, as required by Section 406(b) of SOX. To the applicable knowledge of the Company, there have been no violations of provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations Company’s code of NYSEethics by any such persons.

Company SEC Reports. Since November 15, 2007, the The Company has filed or furnished, as applicable, all forms, reports, schedules, statements, schedules certificates and other documents with the SEC that have been required to be filed or furnished, as applicable, by it under applicable Laws or Orders prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports reports, schedules, statements, schedules certificates and other documents with the SEC that are required to be filed by it under applicable Laws or Orders prior to such time (all such forms, reports reports, schedules, statements, certificates and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in Each Company SEC Report complied, or will comply, as the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and may be, as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act rules and regulations of the SEC thereunder, as the case may be, each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingfiled. True and correct copies of all Company SEC Reports filed in the three (3) years prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Company SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither Since the Company nor any enactment of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Company and each of its officers and officers, and, to the Knowledge of the Company each of its directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSENASDAQ.

Company SEC Reports. Since November 15, 2007Except as set forth in Section 4.4(a) of the Company Disclosure Schedule, the Company has filed with the SEC all registration statements, forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andsince January 1, in 2005 (including all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed certifications required pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on Act), and copies of all such registration statements, forms, reports and other documents filed by the Company with the SEC since such date are publicly available. All such registration statements, forms, reports, certificates and other documents filed by the Company and that it may file after the date such hereof until the Closing are referred to herein as the “Company SEC Report wasReports.” The Company SEC Reports (i) were, except as set forth in Section 4.4(a) of the Company Disclosure Schedule, filed on a timely basis, (ii) at the time filed, or will beif amended, filed or effectiveas of the time of the last such amendment prior to the date of this Agreement, and (b) each Company SEC Report did notwere prepared in compliance in all material respects with the applicable requirements of the Securities Act, and will notthe Exchange Act and/or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not at the time they were filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer Subsidiary of the Company has failed is subject to make the certifications required reporting requirements of him Section 15(d) of the Securities Act or her under Rule 13a-14 or 15d-15 Section 13(a) of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC ReportsAct. Neither the Company nor any of its executive officers has received notice from Subsidiaries is a party to or is bound by, and neither the Company’s nor its Subsidiaries’ assets or properties are subject to, any Governmental Authority challenging Contract required to be disclosed in a Form 10-K, Form 10-Q or questioning Form 8-K filed prior to the accuracydate hereof that is not disclosed in the Form 10-K for the year ended December 31, completeness2009, form or manner as filed with the SEC on March 26, 2010 (including the consolidated financial statements of filing of such certifications. Since November 15, 2007the Company set forth therein, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇“2009 Form 10-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEK”).

Company SEC Reports. Since November 15, 2007, the (a) The Company has filed all forms, reports, statements, schedules and other documents with the SEC that have been each registration statement, report and proxy or information statement (including exhibits and any amendments thereto) required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andsince January 1, in all cases, all exhibits and schedules thereto2008 (collectively, the “Company SEC Reports”). As of its the respective effective dates (in the case of Company SEC Reports that are registration statements were filed pursuant to with the Securities Act) and as SEC or amended, each of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), Company SEC Reports (a) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Act and Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies ; provided, however, that clause (b) shall not extend to exhibits thereto or documents incorporated by reference therein, except to the extent a statement or omission in such exhibit or document would cause to be untrue a statement of all a material fact in the body of such Company SEC Reports filed prior Report or would cause to be omitted from the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database body of the SEC. None of the Company’s Subsidiaries is such Company SEC Report a material fact required to file any forms, reports be stated therein or other documents with the SEC. No executive officer of the Company has failed necessary to make the certifications required statements made in the body of him or her under Rule 13a-14 or 15d-15 of such Company SEC Report not misleading. (b) The Company has no outstanding and unresolved comments from the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act SEC with respect to any Company SEC Report, except as disclosed in certifications filed with of the Company SEC Reports. Neither The consolidated financial statements of the Company nor any (including the notes thereto) included in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of the Company and its executive officers has received notice from any Governmental Authority challenging or questioning Subsidiaries, taken as a whole, as of their respective dates and the accuracy, completeness, form or manner consolidated statements of filing operations and the consolidated statements of such certificationscash flows of the Company and its Subsidiaries for the periods presented therein. Since November 15January 1, 20072008, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes to such Company financial statements. (c) The Company and each of its officers and directors, have been and trustees are in compliance compliance, and have complied, in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder under such Act (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) or the Exchange Act. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined under Rule 3b-7 promulgated under the Exchange Act) or director of the Company. Since the Company was subject to the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither the Company nor any of its Subsidiaries has made any loans to any executive officer or director of the Company or any of its Subsidiaries. The Company has established and maintains disclosure controls and procedures (Bas such term is defined in Rule 13a-15(e) under the applicable listing Exchange Act); such disclosure controls and corporate governance rules procedures are designed to ensure that all material information relating to the Company, including its consolidated Subsidiaries, is made known on a timely basis to the Company’s principal executive officer and regulations of NYSEits principal financial officer by others within those entities; and the Company believes that such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

Company SEC Reports. (a) Each registration statement, report, proxy statement or information statement prepared by the Company and filed with the SEC since January 1, 2013 (including exhibits, annexes, and any amendments thereto) is available on the Electronic Data Gathering, Analysis, and Retrieval system maintained by the SEC, or otherwise made available to LKQ and Parent in the form filed with the SEC. Since November 15January 1, 20072013, the Company has timely filed all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time hereof (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreementfiling, on the date of such amended or superseded filing), (ai) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act case may be, each as in effect on the date such Company SEC Report was, was filed (or will be, filed so amended or effectivesuperseded), and (bii) each such Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all , provided that no representation or warranty is made in this Section 4.8 with respect to any Company SEC Reports filed prior to in connection with the date hereof have been furnished to Parent or transactions contemplated by this Agreement, which are publicly available covered solely in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SECSection 4.30. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No Since January 1, 2013, no executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither , and since January 1, 2013, neither the Company nor any of its executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15. (b) The Company has heretofore furnished to LKQ, 2007Parent and Acquisition Sub complete and correct copies of any correspondence with the SEC with respect to Company SEC Reports filed since January 1, 2013, except for such correspondence that is available on the Company Electronic Data Gathering, Analysis and each of its officers and directors, have been and are in compliance in all material respects with (A) Retrieval System maintained by the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSESEC.

Company SEC Reports. Since November 15, 2007, the (a) The Company has filed with the SEC all forms, reports, statementsschedules, schedules statements and other documents with the SEC that have been required to be filed by it since January 1, 1996 under applicable Laws prior to the date hereof, and Securities Act or the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to Exchange Act (such time (all such forms, reports and documents, together with any documents filed during such period by as supplemented or amended since the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andtime of filing, in all cases, all exhibits and schedules theretocollectively, the “"Company SEC Reports”"). As of its their respective effective dates dates, the Company SEC Reports, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreementproxy statements, on the date dates of such amended or superseded filing)effectiveness and the dates of mailing, respectively) (a) each Company SEC Report complied, or will complyin all material respects, with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, be and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True The audited consolidated financial statements and unaudited consolidated interim financial statements (the "Financial Statements") included or incorporated by reference in the Company SEC Reports (including any related notes and schedules) fairly present, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of their operations and their cash flows for the periods set forth therein, in each case in accordance with past practices and GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and subject, where appropriate, to normal year-end adjustments that would not be material in amount or effect). (b) The Company has heretofore made available or promptly will make available to MergerSub a complete and correct copies copy of all any amendments or modifications to any Company SEC Reports filed prior to the date hereof have been furnished to Parent or which are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents be filed with the SEC but have not yet been filed with the SEC. No executive officer . (c) The Company will file with the SEC and promptly will make available to MergerSub true and complete copies of the Company has failed each form, registration statement, report, schedule, proxy or information statement and other documents (including exhibits thereto) required to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications be filed with the Company SEC Reports. Neither under the Company nor any of its executive officers has received notice from any Governmental Authority challenging Securities Act or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEExchange Act.

Company SEC Reports. (a) Since November 15December 31, 20072008, the Company has filed all forms, reports, statements, schedules and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ai) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, including the rules and regulations promulgated thereunder, each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (bii) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof since December 31, 2008 have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No . (b) Each of the principal executive officer of the Company and the principal financial officer of the Company has failed to make the made all certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except and the statements contained in such certifications are true and accurate in all material respects as disclosed in certifications filed with of the Company SEC Reportsdate of this Agreement. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the The Company and each of its officers and directors, have directors has been and are is in material compliance in all material respects with (Ai) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (Bii) the applicable listing and corporate governance rules and regulations of NYSEthe NASDAQ.

Company SEC Reports. Since November 15January 1, 20072022, the Company has filed with or otherwise furnished to (as applicable) the SEC all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under applicable Laws it, prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time of this Agreement (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”), except where failure to file would not reasonably be expected to be material to the Company Group, taken as a whole. Each Company SEC Report complied, as of its filing date (or if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date that such Company SEC Report was filed with or furnished the SEC. As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projection or forward-looking statement or the completeness of any information filed or furnished by the Company with or to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. True and correct copies of all No Company SEC Reports Report that is a registration statement, as amended or supplemented, if applicable, filed prior pursuant to the date hereof have been furnished to Parent or are publicly available in the Electronic Data GatheringSecurities Act, Analysis and Retrieval (▇▇▇▇▇) database as of the SECdate such registration statement or amendment became effective, 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 not misleading. None No Subsidiary of the Company’s Subsidiaries Company is required to file any forms, reports reports, schedules or other documents with the SEC. No executive officer As of the Company has failed date of this Agreement, to make the certifications required of him or her under Rule 13a-14 or 15d-15 Knowledge of the Exchange Act Company, there are no outstanding or Section 302 or 906 of unresolved comments in comment letters received from the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act SEC with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither To the Knowledge of the Company, none of the Company nor any SEC Reports is subject to ongoing SEC review. To the Knowledge of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracyCompany, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are it is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable all current listing and corporate governance rules and regulations requirements of NYSENasdaq.

Company SEC Reports. (a) Since November 15December 31, 20072008, the Company has filed all forms, reports, statements, schedules and other documents with the SEC that have been were required to be filed by it under applicable Laws Legal Requirements prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws Legal Requirements prior to such time (all such forms, reports reports, statements, schedules and other documents, together with any documents filed during any such period periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates date (in the case of any Company SEC Reports Report that are is a registration statements statement filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ai) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable LawLegal Requirements, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (bii) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 (A) Rule 13a-14 or 15d-15 of the Exchange Act or (B) Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15December 31, 20072008, the Company and and, to the Knowledge of the Company, each of its officers and directors, directors are and have been and are in compliance in all material respects with (A1) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B2) the applicable listing and corporate governance rules and regulations of the NYSE. (b) The Acquired Corporations maintain disclosure controls and procedures (as such terms are defined in Rule 13a-15 under the Exchange Act) that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all material information concerning the Acquired Corporations is made known on a timely basis to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Section 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Company SEC Reports. (a) Since November 15January 1, 2007, the Company has filed all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under applicable Laws laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time hereof (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Each Company SEC Reports that are registration statements filed pursuant to the Securities Act) and Report complied as of its respective filing date (ordate, if amended or superseded by a filing prior to the as of its last date of this Agreementamendment, on in all material respects with the date applicable requirements of such amended the Securities Act or superseded filing), (a) each Company SEC Report complied, or will complythe Exchange Act, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingwas filed. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. The Company has made available (including via the ▇▇▇▇▇ system, as applicable) to Parent all material correspondence (if such correspondence has occurred since December 31, 2008) between the SEC on the one hand, and the Company and any of the its Subsidiaries, on the other hand. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 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 . (b) The Company's Chief Executive Officer and Chief Financial Officer have made all certifications required of him or her by Rules 13a 14 and 15d 14 under Rule 13a-14 or 15d-15 of the Exchange Act or Section and Sections 302 or and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Oxley Act with respect to any the applicable Company SEC Report, except as disclosed in certifications Reports filed with prior to the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007date hereof (collectively, the Company “Certifications”) and each of its officers and directors, have been and the statements contained in such Certifications are in compliance accurate in all material respects with (A) the applicable provisions as of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEfiling thereof.

Company SEC Reports. (a) Since November 15July 1, 20072009, the Company has filed or furnished all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that have been were required to be filed or furnished by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time Law (all such forms, reports reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed or furnished during any such period periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “"Company SEC Reports”"). As of its respective effective dates date (in the case of any Company SEC Reports Report that are is a registration statements statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its respective filing or furnishing date (or, in each case, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filingfiling (but, with respect to Company SEC Reports filed prior to the date hereof, only if amended or superseded prior to the date of this Agreement)), (ai) each Company SEC Report compliedcomplied when filed or furnished (or amended or superseded, or will comply, as the case may be, as to form if applicable) in all material respects with all applicable LawLaws, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, each as in effect on the date such Company SEC Report waswas filed, furnished, mailed or will bedeclared effective, filed or effectiveas applicable, and (bii) each no Company SEC Report did not, and will not, as the case may be, contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed or furnished prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s 's Subsidiaries is has ever been required to file any forms, reports reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the any Company and each of its officers and directors, have SEC Reports that has not been and are corrected or otherwise rectified. (b) The Company is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder of FINRA and (B) the NASDAQ, in each case that are applicable listing and corporate governance rules and regulations of NYSEto the Company.

Company SEC Reports. (a) Each registration statement, report, proxy statement or information statement prepared by the Company since January 1, 2012 (including exhibits, annexes, and any amendments thereto) is available on the Electronic Data Gathering, Analysis, and Retrieval system maintained by the SEC, or otherwise made available to Parent in the form filed with the SEC. Since November 15January 1, 20072012, the Company has timely filed or furnished all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time hereof (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreementfiling, on the date of such amended or superseded filing), (ai) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act case may be, each as in effect on the date such Company SEC Report was, was filed (or will be, filed so amended or effectivesuperseded), and (bii) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all , provided that no representation or warranty is made in this Section 4.8 with respect to any Company SEC Reports filed prior to in connection with the date hereof have been furnished to Parent or transactions contemplated by this Agreement, which are publicly available covered solely in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SECSection 4.28. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No Since January 1, 2012, no executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither , and since January 1, 2012, neither the Company nor any of its executive officers has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15. (b) The Company has heretofore furnished to Parent and Acquisition Sub complete and correct copies of any correspondence with the SEC with respect to previously filed Company SEC Reports since January 1, 20072012, except for such correspondence that is available on the Company Electronic Data Gathering, Analysis and each of its officers and directors, have been and are in compliance in all material respects with (A) Retrieval System maintained by the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSESEC.

Company SEC Reports. Since November 15, 2007, the The Company has timely filed with or furnished to the SEC all schedules, registration statements, prospectuses, forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under pursuant to applicable Laws since the Lookback Date and prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time of this Agreement (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). Each Company SEC Report complied as to form, as of its filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the SEC’s ▇▇▇▇▇ database. As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database No Subsidiary of the SEC. None of the Company’s Subsidiaries Company is required to file any forms, reports or other documents with the SEC. No executive officer As of the Company has failed to make date of this Agreement, there are no unresolved comments in comment letters received from the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act SEC with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither As of the date of this Agreement, none of the Company nor any SEC Reports is, to the Knowledge of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007Company, the Company and each subject of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEongoing SEC review.

Company SEC Reports. Since November 15, 2007, the (a) The Company has filed with or furnished to the SEC all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereofLegal Requirements since January 1, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time 2006 (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). Each Company SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules or regulations thereto or the Exchange Act as the case may be, each as in effect on the date such Company SEC Report was filed or furnished. As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct . (b) The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2006 relating to the Company SEC Reports, together with all written responses of the Company thereto. There are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review by the SEC. (c) Each required form, report and document containing financial statements that has been filed prior with or submitted to the date hereof have been furnished SEC by the Company since January 1, 2006 was accompanied by the certifications required to Parent be filed or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of submitted by the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No chief executive officer of the Company has failed and/or chief financial officer, as required, pursuant to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Reportand, except as disclosed in certifications filed at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Company SEC Reports▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither None of the Company, any current executive officer of the Company nor or, to the Company’s Knowledge, any former executive officer of its executive officers the Company has received written notice from any Governmental Authority Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, certifications made with respect to the Company and each SEC Reports filed prior to the date of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEthis Agreement.

Company SEC Reports. Since November 15, 2007, the The Company has timely filed or furnished all reports, schedules, forms, reports, statements, schedules statements and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time Securities and Exchange Commission (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases“SEC”), all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and which have complied as of its their respective filing date (dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least four (4) Business Days prior to the date of this Agreementhereof, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on of 2002 (the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) database and, in each case, the rules and regulations of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SECSEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None of the reports, except schedules, forms, statements and other documents filed or furnished by the Company with the SEC since January 1, 2007 (the “Company SEC Reports”), including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as disclosed of the date of the last such amendment or superseding filing made at least four (4) Business Days prior to the date hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in certifications filed order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions None of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Company’s Subsidiaries is required to file periodic reports with the rules and regulations promulgated thereunder and (B) SEC pursuant to the applicable listing and corporate governance rules and regulations of NYSEExchange Act.

Company SEC Reports. Since November 15, 2007, the The Company has filed all forms, reports, statements, schedules reports and documents (including exhibits and other documents information incorporated therein) with the SEC that have been required to be filed by it under applicable Laws prior to laws from December 31, 2005 through and including the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and documents (including exhibits and other documents information incorporated therein) with the SEC that are required to be filed by it under applicable Laws laws prior to such time (all such forms, reports and documents, together with any other forms, reports or other documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules theretoor prior to the Effective Time that are not required to be so filed, the “"Company SEC Reports”"). Each Company SEC Report complied, or will comply, as the case may be, 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, each as in effect on the date such SEC Report was, or will be, filed. As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, not and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s '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 required by Rule 13a-14 or 15d-15 of 15d-14 under the Exchange Act or and Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received written notice from any Governmental Authority Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, The Company has heretofore made available to Parent complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and each of its officers and directors, have other instruments that previously had been filed by the Company with the SEC and are currently in compliance in effect. The Company has made available to Parent all material respects with (A) comment letters received by the applicable provisions Company from the SEC or the staff thereof since December 31, 2005 and all responses to such comment letters filed by or on behalf of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSECompany.

Company SEC Reports. (a) Since November 15March 31, 20072008, the Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that have been were required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time Law (all such forms, reports reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during any such period periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates date (in the case of any Company SEC Reports Report that are is a registration statements statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ai) each Company SEC Report complied, or will comply, as the case may be, as to form complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, each as in effect on the date such Company SEC Report waswas filed, or will be, filed mailed or effective, as applicable, and (bii) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the . (b) The Company and each of its officers and directors, have been and directors are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Act. (c) The Company is in compliance in all material respects with the rules and regulations promulgated thereunder of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (Bd) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the applicable listing Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and corporate governance rules the Principal Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and regulations 906 of NYSEthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Company SEC Reports. Since November 15January 1, 20072018 (the “Lookback Date”), the Company has timely filed with or furnished to the SEC all forms, reports, statements, schedules statements and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports reports, statements and other documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing made at least two Business Days prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, complied in all material respects with the applicable requirements of the Securities Act or will complythe Exchange Act, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effectivewas filed, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made thereinin this Agreement, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed Report and the statements contained in certifications filed with the Company SEC Reportseach such certification are complete and correct in all material respects. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15As of the date of this Agreement, 2007(i) to the Knowledge of the Company, none of the Company and each SEC Reports is the subject of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder ongoing SEC review or outstanding SEC investigation and (Bii) there are no outstanding or unresolved comments in comment letters received from the applicable listing and corporate governance rules and regulations of NYSESEC staff with respect to the Company SEC Reports. Company Financial Statements.

Company SEC Reports. Since November 15, 2007, the (a) The Company has filed with the SEC all reports, schedules, forms, reports, statements, schedules statements and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time since January 1, 2006 (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules theretocollectively, the “Company SEC Reports”), and has made available to Parent correct and complete copies of any exhibits to such Company SEC Reports for which confidential treatment was granted by the SEC. As of its the respective effective dates (in that they were filed, the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”), and the Exchange Act, as applicable. Except to the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as extent that information contained in effect on the date such any Company SEC Report was, has been revised or will be, superseded by a later filed or effective, and (b) each Company SEC Report did notReport, and will notnone of the Company SEC Reports, as at the case may betime filed, contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated in or necessary in order to make the statements made thereinin the Company SEC Reports, in the light of the circumstances under which they were made, not misleading. True . (b) The Company has heretofore furnished to Parent complete and correct copies of all material amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. (c) The Company has furnished Parent with copies of all comment letters received by the Company from the SEC with respect to the Company SEC Reports filed prior or received since January 1, 2006 and all responses of the Company thereto. There are no outstanding unresolved issues with respect to the date hereof have been furnished to Parent Company or are publicly available the Company SEC Reports noted in comment letters or other correspondence received by the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of Company or its attorneys from the SEC. None , and there are no pending formal or, to the Knowledge of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer informal investigations of the Company has failed to make by the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSESEC.

Company SEC Reports. Since November 15, 2007, the The Company has filed with the SEC all registration statements, forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andsince January 1, in 2005 (including all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed certifications required pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on Act), and copies of all registration statements, forms, reports and other documents filed by the Company with the SEC since such date are publicly available. All such registration statements, forms, reports, certificates and other documents (including those that the Company may file after the date such hereof until the Closing) are referred to herein as the “Company SEC Report wasReports.” The Company SEC Reports (i) were, except as set forth in Section 4.4(a) of the Company Disclosure Schedule, filed on a timely basis, (ii) at the time filed, or will beif amended, filed or effectiveas of the time of the last such amendment prior to the date of this Agreement, and (b) each Company SEC Report did notwere prepared in compliance in all material respects with the applicable requirements of the Securities Act, and will notthe Exchange Act, the ▇▇▇▇-▇▇▇▇▇ Act and/or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not at the time they were filed, or if amended, as of the time of the last such amendment prior to the date of this Agreement, contain any untrue statement of a material fact or omit to state any a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. True and correct copies No Subsidiary of all the Company SEC Reports filed prior is subject to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇reporting requirements of Section 15(d) database of the SECSecurities Act or Section 13(a) of the Exchange Act. None of Except for the Contracts disclosed in 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇Form 8-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications K filed with the Company SEC Reports. Neither on March 29, 2011, neither the Company nor any of its executive officers has received notice from Subsidiaries is a party to or is bound by, and neither the Company’s nor its Subsidiaries’ assets or properties are subject to, any Governmental Authority challenging Contract required to be disclosed in a Form 10-K, Form 10-Q or questioning Form 8-K that is not disclosed in the accuracyCompany’s Form 10-K filed with the SEC on March 11, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSE2011.

Company SEC Reports. Since November 15, 2007, the The Company has filed made available to Parent (by public filing with the SEC or otherwise) all registration statements, forms, reports, statements, schedules reports and other documents filed or furnished by the Company with or to the SEC that have been required since January 1, 2006 (the forms, reports and other documents filed or furnished by the Company with or to be the SEC since January 1, 2006 and those filed by it under applicable Laws with or furnished to the SEC subsequent to the date of this Agreement and until the Expiration Date, if any, including any amendments thereto filed or furnished prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, hereof the “Company SEC Reports”), including the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed on March 7, 2005, and any amendments to any such documents. As Except as disclosed in Section 3.4(a) of its respective effective dates (the Company Disclosure Letter, the Company SEC Reports, except to the extent that statements in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended have been modified or superseded by a filing subsequent Company SEC Reports or amendments or supplements thereto filed or furnished prior to the date of this Agreement, on the date of such amended or superseded filing)hereof, (ai) each Company SEC Report complied, complied or will complycomply as of its filing date in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each case as in effect on at the date such Company SEC Report was, time of its filing and (ii) did not or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all The Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is not required to file any forms, reports reports, schedules, statements or other documents with any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. No Subsidiary of the Company 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. No executive officer , any foreign Governmental Entity that performs a similar function to that of the Company has failed to make the certifications required of him SEC or her under Rule 13a-14 any securities exchange or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEquotation service.

Company SEC Reports. Since November 15, 2007the Applicable Date, the Company has filed or furnished, as applicable, all forms, reports, reports statements, schedules certifications and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws Law prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time hereof (all such forms, reports reports, statements, certifications and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andall exhibits, in all cases, all exhibits notes and schedules theretothereto and all other information incorporated by reference (as the same may have been amended or superseded by a filing prior to the date of this Agreement, if applicable), the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing)filing or furnishing) and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively, (a) each Company SEC Report complied, or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, was filed or effectivefurnished (or, if not yet filed or furnished, in effect on the date such Company SEC Report will be filed or furnished), and (b) each Company SEC Report did not, and any Company SEC Report filed or furnished to the SEC subsequent to date hereof will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 in any respect to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, True and complete copies of all comment letters from the staff of the SEC relating to the Company SEC Reports and each all written responses of its officers and directors, the Company thereto issued or filed since the Applicable Date through the date of this Agreement have been and made available to Parent (or if not made available, are in compliance in all material respects publicly filed with the SEC at least two (A2) Business Days prior to the applicable provisions date hereof). As of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and date of this Agreement, to the rules and regulations promulgated thereunder and (B) Knowledge of the applicable listing and corporate governance rules and regulations Company, none of NYSEthe Company SEC Reports is subject to or the subject of ongoing SEC review or outstanding SEC comment.

Company SEC Reports. Since November 15December 31, 20072008, the Company has filed all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act case may be, each as in effect on the date such Company SEC Report was, or will be, filed or effectivefiled, and (b) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇E▇▇▇▇) database of the SEC. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Company and each of its officers and officers, and, to the Knowledge of the Company each of its directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSENasdaq.

Company SEC Reports. Since November 15August 1, 20072013, the Company has filed all forms, reports. schedules, statements, schedules statements and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time hereof (all such forms, reports reports, schedules, statements and other documents, as amended and supplemented, and together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Company SEC Report was, or will be, filed or effectivewas filed, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a Table of Contents material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15As of the date of this Agreement, 2007, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions SEC Reports. As of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and date hereof, none of the rules and regulations promulgated thereunder and (B) Company SEC Reports is subject to outstanding SEC comment or, to the applicable listing and corporate governance rules and regulations of NYSECompany’s Knowledge, investigation.

Company SEC Reports. Since November 15, 2007, the (a) The Company has filed all forms, reports, statements, schedules and other documents with the SEC that have been true and complete copies of each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated by reference in certain of such reports, required to be filed by it with the SEC since December 31, 2004, under applicable Laws prior the Securities Act or the Exchange Act (the forms, documents, statements and reports filed with or furnished to the SEC since December 31, 2004, and those filed with or furnished to the SEC subsequent to the date hereofof this Agreement, and the Company will file prior to the Effective Time all formsif any, reports statementsincluding any amendments thereto, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules theretocollectively, the “Company SEC Reports”). As of its the respective effective dates (in the case of Company SEC Reports that are registration statements were filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing any such Company SEC Reports filed prior to the date of this Agreement were amended, as of the date of the last such amendment filed with the SEC at least two business days prior to the date of this Agreement), on the date of such amended each Company SEC Report, including any financial statements or superseded filing)schedules included therein, (a) each Company complied or, if filed or furnished to the SEC Report compliedafter the date of this Agreement, or will complycomply in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, as to form in all material respects with all applicable Law, including and the applicable requirements rules and regulations promulgated thereunder, and (b) did not or, if filed or furnished to the SEC after the date of this Agreement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the Securities Actcircumstances under which they were made, not misleading. No event since the Exchange Act date of the last Company SEC Report has occurred that would require the Company to file a Current Report on Form 8-K other than the execution of this Agreement. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC staff with respect to any Company SEC Reports. (b) The chief executive officer and chief financial officer of the Company have made all certifications (without qualification or exceptions to the matters certified) required by, and would be able to make such certifications (without qualification or exception to the matters certified) as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on and any related rules and regulations promulgated by the date such Company SEC Report was, or will be, filed or effectiveSEC, and (b) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, contained in the light of the circumstances under which they were made, not misleading. True any such certifications are complete and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither correct; neither the Company nor any of its executive officers has received notice from any Governmental Authority Entity questioning or challenging or questioning the accuracy, completeness, form or manner of filing or submission of such certificationscertification. Since November 15, 2007, Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn. The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-14(c) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning the Company and each of its officers Subsidiaries is made known on a timely basis to the individuals responsible for preparing the Company’s SEC filings and directors, have been other public disclosure and are the Company is otherwise in compliance in all material respects with (A) the all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing standards, rules and regulations promulgated thereunder of, and (B) the applicable listing and corporate governance rules and regulations of NYSEagreement with, The American Stock Exchange.

Company SEC Reports. Since November 15May 1, 20072011, the Company has filed all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time hereof (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, as the case may be (including, in each case, the rules and regulations promulgated thereunder), each as in effect on the date such Company SEC Report was, or will be, filed or effectivewas filed, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15As of the date of this Agreement, 2007, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company SEC Reports, and each the Company has Made Available to Investor correct and complete copies of all material correspondence between the SEC, on one hand, and the Company or any of its officers and directorsSubsidiaries, have been and are in compliance in all material respects with (A) on the applicable provisions other hand, since May 1, 2011. As of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and date hereof, none of the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSECompany SEC Reports is subject to outstanding SEC comment or investigation.

Company SEC Reports. Since November 15, 2007(i) Other than as set forth on Schedule 3.01(e)(i) of the Company Disclosure Letter, the Company has timely filed with or furnished to the SEC all forms, reports, statements, schedules certifications and other documents with the SEC that have been (including exhibits and all other information incorporated by reference) required to be filed by it under applicable Laws with the SEC since January 1, 2013 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”). The Company has made available to Parent (including via the SEC’s ▇▇▇▇▇ system) all such Company SEC Documents that it has filed or furnished prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its their respective effective dates (in the case of Company SEC Reports Documents that are registration statements filed pursuant to the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder), the “Securities Act”) and as of its their respective SEC filing date dates (in the case of all other Company SEC Documents), the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of the filing of such amended or superseded filing)amendment, (awith respect to the disclosures that are amended) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. No executive officer . (ii) Each of the audited consolidated financial statements and unaudited consolidated financial statements of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed included in certifications filed with the Company SEC Reports. Neither Documents (including the related notes and schedules), as of their respective effective dates (in the case of Company nor any SEC Documents that are registration statements filed pursuant to the requirements of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracySecurities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), completeness, complied as to form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with all applicable published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States consistently applied (“GAAP”) and applicable published rules and regulations of the SEC consistently applied during the periods involved (except (A) the applicable provisions with respect to financial statements included in Company SEC Documents filed as of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and date of this Agreement, as may be indicated in the notes thereto, or (B) as permitted by the rules and regulations promulgated thereunder of the SEC, including Regulation S-X, as applicable), and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated statements of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown therein. (iii) Other than as set forth on Schedule 3.01(e)(iii) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether absolute or contingent or otherwise and whether due or to become due) and there is no existing condition, situation or set of circumstances that would be required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities or obligations (A) reflected or reserved against on the consolidated balance sheet, including the notes thereto (the “Balance Sheet”) of the Company as of June 30, 2015 (the “Balance Sheet Date”) included in the Company SEC Documents, (B) incurred after the applicable listing Balance Sheet Date in the ordinary course of business consistent with past practice, (C) as specifically contemplated by this Agreement or otherwise in connection with the Transactions, including those transaction fees set forth on Schedule 3.01(e)(iii) of the Company Disclosure Letter, or (D) as would not reasonably be expected to be material to the Company and corporate governance rules its Subsidiaries taken as a whole. (iv) Since January 1, 2013, the Company has designed and regulations maintained disclosure controls and procedures and a system of NYSE.internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. The system of internal controls over financial reporting is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

Company SEC Reports. Since November 15, 2007, the (a) The Company has filed or furnished, as applicable, on a timely basis, all forms, registration statements, schedules, reports, statementsprospectuses, schedules proxy statements and other documents (including items incorporated by reference) required to be so filed or furnished by the Company with the SEC since January 1, 2014. All such required forms, registration statements, schedules, reports, prospectuses, proxy statements and documents, including all exhibits and schedules thereto (and including those that have been required to be filed by it under applicable Laws prior to the Company may file following the date hereof) are referred to herein as the “Company SEC Reports”. After the date of this Agreement and until the Effective Time, and the Company will file prior to the Effective Time all forms, reports registration statements, schedules schedules, reports, prospectuses, proxy statements and other documents with the SEC that are required to be filed by it under applicable Laws Applicable Law at or prior to such the time (all such formsso required, reports and documents, together with including any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules amendments or supplements thereto, the “Company SEC Reports”). As of its their respective effective dates (in or, if amended, as of the case date of the last such amendment), the Company SEC Reports that are registration statements filed pursuant to (i) complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”) and as the respective rules and regulations of its respective filing date the SEC thereunder applicable to such Company SEC Reports and (or, ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such amended or superseded superseding filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed , except to the extent corrected prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SECby a subsequently filed Company SEC Report. None of the Company’s Company Subsidiaries is required to file any forms, reports or other documents with the SEC. No As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. There has been no material correspondence between the SEC and the Company or any Company Subsidiary since January 1, 2014 that is not available on the SEC’s Electronic Data Gathering, Analysis and Retrieval database. To the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Report (including the financial statements included therein). (b) Since January 1, 2014, no executive officer of the Company or any Company Subsidiary has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports, and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither Since January 1, 2014, neither the Company nor any Company Subsidiary, nor any of its their executive officers has received notice from any Governmental Authority Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSE.

Company SEC Reports. Since November 15January 1, 20071998, the Company has timely ------------------- filed with the Securities and Exchange Commission (the "SEC") all forms, reports, statements, schedules registrations and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any amendments thereto, required to be filed under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act")(all such reports, registrations and documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andsince January 1, in all cases, all exhibits and schedules thereto, 1998 are collectively referred to as the “"Company SEC Reports”"). As of its their respective effective dates (in or such later date as the case of Company filed an amendment with the SEC, the Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form complied in all material respects with all applicable Law, including rules and regulations promulgated by the applicable requirements of the Securities Act, the Exchange Act SEC and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any a material fact face required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. True and correct copies The consolidated financial statements of all the Company (the "Company Financial Statements") included in the Company SEC Reports filed prior present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries as of their respective dates and the results of their operations and cash flows for the fiscal years and periods covered in accordance with GAAP consistently applied and in accordance with Regulation S-X of the SEC (subject, in the case of unaudited interim period financial statements to normal recurring year-end adjustments which, individully or collectively, are not material). Without limiting the generality of the foregoing, (a) as of the date hereof have been furnished to Parent or are publicly available of the most recent balance sheet included in the Electronic Data GatheringCompany Fiancial Statements, Analysis there was no material debt, liability or obligation of any nature not fully reflected or reserved in accordance with GAAP; and Retrieval (▇▇▇▇▇b) database there are no assets of the SEC. None Company or any Subsidiary, the value of which (in the reasonable judgment of the Company’s Subsidiaries ) is required to file any forms, reports or other documents with the SEC. No executive officer of materially overstated in the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except Financial Statements. Except as disclosed set forth in certifications filed with the Company SEC Reports. Neither , neither the Company nor any Subsidiary, to their knowledge, has any liability or obligation of its executive officers has received notice from any Governmental Authority challenging nature (whether accrued, absolute, contingent or questioning otherwise) other than liabilities and obligations which would not, individually or in the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directorsaggregate, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEa Material Adverse Effect.

Company SEC Reports. Since November 15, 2007, the The Company has timely filed all forms, reports, schedules, proxy statements, schedules registration statements and other documents with the SEC that have been (including all exhibits thereto) required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required since January 1, 2008 pursuant to be filed by it under applicable Laws prior to such time (all such forms, reports the federal securities laws and documentsthe SEC rules and regulations thereunder, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed certifications required pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on of 2002 (the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (as they have been amended since the time of their filing, and including the exhibits thereto, collectively, the “Company SEC Reports”). The Company SEC Reports (including, without limitation, any financial statements or schedules included or incorporated by reference therein) at the time they became effective, in the case of registration statements, or when filed, in the case of any other Company SEC Report, complied in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be, and the rules and regulations of the SEC under all of the foregoing. None of the Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Schedule 3(k), none of the Subsidiaries is required to file any reports, forms or other documents with the SEC. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Report, except as disclosed in certifications filed with of the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracySince January 1, completeness, form or manner of filing of such certifications. Since November 15, 20072008, the Company and each has not received a stop order or other order suspending the effectiveness of its officers and directorsany registration statement filed by the Company under the 1934 Act or the 1933 Act and, have been and are in compliance in all material respects with (A) to the applicable provisions Knowledge of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Company, the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSESEC has not issued any such order since such date.

Company SEC Reports. Since November 15January 1, 20072009, the Company has filed or furnished on a timely basis all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time Law (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, filed or furnished since such time, including after the date hereof, the “Company SEC Reports”). As of its respective effective dates (in the case of Each Company SEC Reports that are registration statements filed pursuant to the Securities Act) and Report complied as of its respective filing date (oror furnishing date, if amended or superseded by a filing prior to the as of its last date of this Agreementamendment, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects as to form with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, as the case may be, each as in effect on the date such Company SEC Report was, or will be, was filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingfurnished. True and correct copies of all Company SEC Reports filed or furnished prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. As of its filing or furnishing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary to be stated in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer As of the Company has failed to make date hereof, there are no material outstanding or unresolved comments received from the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act SEC with respect to any Company SEC Report, except as disclosed in certifications filed with of the Company SEC Reports. Neither Except as set forth on Section 2.9 of the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracyDisclosure Schedule, completenesssince January 1, form or manner of filing of such certifications. Since November 15, 2007, 2009 the Company and each of its officers and directors, have has been and are is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSENasdaq.

Company SEC Reports. Since November 15, 2007, the The Company has filed all forms, reports, statements, schedules and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will complyfurnished, as the case may be, all forms, reports, registration statements and other documents required to be filed or furnished by it with the SEC since December 31, 2004, and has heretofore made available to TAS: (i) its Annual Reports on Form 10-K, as amended, for the fiscal years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively; (ii) its Quarterly Reports on Form 10-Q for the period ended March 31, 2006; (iii) all proxy statements relating to form the Company's meetings of stockholders (whether annual or special) held since December 31, 2004; and (iv) all other forms, reports, registration statements and other documents filed by the Company with the SEC since December 31, 2004 and prior to the Effective Time. (The forms, reports, registration statements and other documents referred to in all material respects clauses (i), (ii), (iii) and (iv) above are collectively referred to herein as the "Company SEC Reports".) The Company SEC Reports were prepared in accordance with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each Securities Act, and the rules and regulations promulgated thereunder. The Company SEC Reports, as of their respective dates (and, in effect on the case of any Company SEC Report that is a registration statement, as of the date such Company SEC Report wasregistration statement became effective), or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the All Company SEC Reports. Neither the Company nor any , as of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracytheir respective dates, completeness, complied as to form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act and the Securities Act and the rules and regulations promulgated thereunder and (B) thereunder. As of the applicable listing and corporate governance rules and regulations date of NYSEthis Agreement, there are no outstanding or unresolved comments in comment letters received by the Company from the SEC staff with respect to the SEC Reports. None of the Company's Subsidiaries are reporting companies under the Securities Act or the Exchange Act.

Company SEC Reports. (a) Since November 15January 1, 2007, the Company has filed all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time laws (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “"Company SEC Reports”"). As of its respective effective dates (in the case of Each Company SEC Reports that are registration statements filed pursuant to the Securities Act) and Report complied as of its respective filing date (ordate, if amended or superseded by a filing prior to the as of its last date of this Agreementamendment, on in all material respects with the date applicable requirements of such amended the Securities Act or superseded filing), (a) each Company SEC Report complied, or will complythe Exchange Act, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingwas filed. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. The Company has made available (including via the ▇▇▇▇▇ system, as applicable) to Parent all material correspondence between the SEC on the one hand, and the Company and any of its Subsidiaries, on the other hand. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s '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 . (b) The Company's Chief Executive Officer and Chief Financial Officer have made all certifications required of him or her by Rules 13a-14 and 15d-14 under Rule 13a-14 or 15d-15 of the Exchange Act or Section and Sections 302 or and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Oxley Act with respect to any the applicable Company SEC Report, except as disclosed in certifications Reports filed with prior to the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007date hereof (collectively, the Company "Certifications") and each of its officers and directors, have been and the statements contained in such Certifications are in compliance accurate in all material respects with (A) the applicable provisions as of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEfiling thereof.

Company SEC Reports. (a) Since November 15June 3, 20072004, the Company has filed all formsor otherwise transmitted each registration statement, reportsprospectus, statementsdefinitive proxy statement or information statement, schedules form, report, schedule and other documents document (together with the SEC that have been all amendments thereof and supplements thereto) required to be filed by it under applicable Laws prior the Company pursuant to the Exchange Act or the Securities Act, each as in effect as of the date hereof, and of the Company will file prior to respective filing (as such documents have since the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules theretoof their filing been amended or supplemented, the “Company SEC Reports”). As of its their respective effective dates (in the case of Company SEC Reports that are registration statements dates, after giving effect to any amendments or supplements thereto filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreementhereof, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form Reports (i) complied in all material respects with all applicable Law, including the applicable requirements of the Securities Exchange Act, the Exchange Securities Act and the ▇▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act ▇ct of 2002 and any rules and regulations promulgated thereunder (the “Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct”), each as in effect on as of the date such Company SEC Report was, or will be, filed or effectiveof the respective filing, and (bii) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior misleading (other than to the date hereof have been furnished extent such statement or fact was provided to the Company by, or on behalf of, Parent or are publicly available specifically for inclusion in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SECProxy Statement). None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer Each of the Company has failed to make SEC Reports, if not yet filed, when so filed will comply in all material respects with the certifications required of him or her under Rule 13a-14 or 15d-15 applicable requirements of the Exchange Act, the Securities Act or Section 302 or 906 of and the ▇▇Sa▇▇▇▇▇▇-▇▇▇▇▇ Act ▇ct, each as in effect as of the date of the respective filing. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither Reports and (ii) to the Knowledge of the Company, none of the Company nor any SEC Reports is the subject of its executive officers has received notice from any Governmental Authority challenging ongoing review, comment or questioning investigation by the accuracySEC. None of the Subsidiaries of the Company are, completenessor have been, form subject to the reporting requirements of Section 13(a) or manner 15(d) of filing of such certifications. Since November 15the Exchange Act. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, 2007in each case, the notes, if any, thereto) included in the Company and each of its officers and directors, have been and are in compliance SEC Reports complied as to form in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance published rules and regulations of NYSEthe SEC with respect thereto, were prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended.

Company SEC Reports. Since November 15, 2007, the The Company has filed furnished or filed, on a timely basis, and made available to Parent all forms, reports, statementsschedules, schedules statements and other documents with the SEC that have been documents, including any exhibits thereto, required to be furnished or filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andsince January 1, in all cases, all exhibits and schedules thereto, 2022 (collectively the “Company SEC Reports”). As of its respective effective dates The Company SEC Reports, including all forms, reports and documents furnished or filed by the Company with the SEC after the Agreement Date and prior to the Company Merger Effective Time (but excluding the Proxy Statement, Schedule 13E-3 or any other form, report or document furnished or filed with the SEC in connection with the Transactions), (i) were and, in the case of the Company SEC Reports that are registration statements furnished or filed pursuant to after the Securities Act) and as of its respective filing date (orAgreement Date, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form prepared in all material respects in accordance with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will notAct, as the case may be, and the rules and regulations thereunder, and (ii) did not at the time they were furnished or filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), and in the case of such forms, reports and documents furnished or filed by the Company with the SEC after the date of this Agreement, will not as of the time they are furnished or filed, contain any untrue statement of a material fact or omit to state any a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were and will be made, not misleading. True and correct copies There are no outstanding or unresolved comments in comment letters from the SEC or the staff of all the SEC with respect to any of the Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database as of the SECAgreement Date. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries is of the Company are required to file any forms, reports reports, schedules, statements or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSE.

Company SEC Reports. Since November 15, 2007, the (a) The Company has timely filed or furnished, as applicable, all reports, schedules, forms, reports, statements, schedules statements and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws with the SEC pursuant to the reporting requirements of the Exchange Act in each case during the 24-month period immediately preceding the date of this Agreement (all of the foregoing filed prior to the date hereof, of this Agreement and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits included therein and financial statements and schedules theretothereto and documents (other than exhibits) incorporated by reference therein, collectively, the “Company SEC Reports”). As , each of its respective effective dates (in which complied at the case time of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Exchange Act, as applicable, in each case as in effect on the dates such forms, reports and documents were filed. As of its respective date, and if amended, as of the date of the last such amendment, no Company SEC Report wasReport, or will bewhen filed, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, contain contained any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All Material Contracts to which the Company or any Subsidiary is a party, or to which the property or assets of the Company or any Subsidiary are subject, that are required to be included as part of or specifically identified in the Company SEC Reports, are so included or specifically identified. True and correct complete copies of all the Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of for public access via the SEC. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any system. (b) As of their respective dates, the consolidated financial statements included or incorporated in the most recent Company SEC ReportReports (the “Financial Statements”), except and the related notes, complied as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, to form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act accounting requirements and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance published rules and regulations of NYSEthe SEC with respect thereto. The Financial Statements and the related notes have been prepared in accordance with accounting principles generally accepted in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Q) and fairly present in all material respects the consolidated financial position and the results of the operations of the Company and its Subsidiaries, retained earnings (loss), and cash flows, as the case may be, for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). (c) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that (i) are designed to ensure that material information relating to the Company, including each consolidated Subsidiary, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. (d) As of the date hereof, the Company is not in violation of the listing requirements of Nasdaq and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Common Stock from Nasdaq, or terminating the registration of the Common Stock under the Exchange Act. As of the date hereof, the Company has not received any notification that, and has no knowledge that, the SEC or Nasdaq is contemplating terminating such listing or registration.

Company SEC Reports. Since November 15, 2007, the (a) The Company has filed or furnished, as applicable, on a timely basis, all forms, registration statements, schedules, reports, statementsprospectuses, schedules proxy statements and other documents (including items incorporated by reference) required to be so filed or furnished by the Company with the SEC since January 1, 2014. All such required forms, registration statements, schedules, reports, prospectuses, proxy statements and documents, including all exhibits and schedules thereto (and including those that have been required to be filed by it under applicable Laws prior to the Company may file following the date hereof) are referred to herein as the “Company SEC Reports”. After the date of this Agreement and until the Effective Time, and the Company will file prior to the Effective Time all forms, reports registration statements, schedules schedules, reports, prospectuses, proxy statements and other documents with the SEC that are required to be filed by it under applicable Laws Applicable Law at or prior to such the time (all such formsso required, reports and documents, together with including any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules amendments or supplements thereto, the “Company SEC Reports”). As of its their respective effective dates (in or, if amended, as of the case date of the last such amendment), the Company SEC Reports that are registration statements filed pursuant to (i) complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”) and as the respective rules and regulations of its respective filing date the SEC thereunder applicable to such Company SEC Reports and (or, ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such amended or superseded superseding filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed , except to the extent corrected prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SECby a subsequently filed Company SEC Report. None of the Company’s Company Subsidiaries is required to file any forms, reports or other documents with the SEC. No As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. There has been no material correspondence between the SEC and the Company or any Company Subsidiary since January 1, 2014 that is not available on the SEC’s Electronic Data Gathering, Analysis and Retrieval database. To the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Report (including the financial statements included therein). (b) Since January 1, 2014, no executive officer of the Company or any Company Subsidiary has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or Section 906 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports, and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither Since January 1, 2014, neither the Company nor any Company Subsidiary, nor any of its their executive officers has received notice from any Governmental Authority Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSE.

Company SEC Reports. Since November 15(a) The Company previously has made available to Buyer (i) its Annual Report on Form 10-K for the year ended April 24, 20072004 (the “Company 10-K”), as filed with the SEC, (ii) all proxy statements relating to the Company’s meetings of shareholders held or to be held after April 24, 2004 and (iii) all other documents filed by the Company with, or furnished by the Company to, the Company has filed all formsSEC under the Exchange Act since January 1, reports, statements, schedules 2002 and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time of this Agreement (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of The Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form were prepared in all material respects accordance with all applicable Law, including the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each as case, the rules and regulations promulgated thereunder. As of their respective dates, such documents complied in effect on all material respects, and all documents filed by the Company with the SEC (the “SEC Documents”) under the Exchange Act between the date such Company of this Agreement and the Closing Date shall comply, in all material respects, with applicable SEC Report was, or will be, filed or effective, requirements and (b) each Company SEC Report did not, and or in the case of documents filed on or after the date hereof will not, as the case may be, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True The parties agree that failure of the Company’s chief executive officer or chief financial officer to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Company Material Adverse Effect. On and since January 1, 2002, the Company has timely filed, and between the date of this Agreement and the Closing Date shall timely file, with the SEC all documents required to be filed by it under the Exchange Act. No Subsidiary is required to file any form, report or other document with the SEC. (b) The Company has made available to Buyer a complete and correct copies copy of all any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, if any, to (i) Contracts which previously have been filed by the Company with the SEC pursuant to the Securities Act and Exchange Act and (ii) the Company SEC Reports filed prior to the date hereof have been furnished hereof. The Company has timely responded to Parent or are publicly available in the Electronic Data Gathering, Analysis all comment letters and Retrieval (▇▇▇▇▇) database other correspondence of the staff of the SEC relating to the SEC Documents, and the SEC has not notified the Company that any final responses are inadequate, insufficient or otherwise non-responsive. The Company has made available to Buyer true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of the Subsidiaries, on the other, occurring since January 1, 2002 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to Buyer any such correspondence sent or received after the date hereof. None To the knowledge of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer none of the Company has failed to make SEC Documents is the certifications required subject of him ongoing SEC review or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company outstanding SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEcomment.

Company SEC Reports. (a) Since November 15July 1, 20072009, the Company has filed or furnished all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that have been were required to be filed or furnished by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time Law (all such forms, reports reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed or furnished during any such period periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “"Company SEC Reports”"). As of its respective effective dates date (in the case of any Company SEC Reports Report that are is a registration statements statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its respective filing or furnishing date (or, in each case, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filingfiling (but, with respect to Company SEC Reports filed prior to the date hereof, only if amended or superseded prior to the date of this Agreement)), (ai) each Company SEC Report compliedcomplied when filed or furnished (or amended or superseded, or will comply, as the case may be, as to form if applicable) in all material respects with all applicable LawLaws, including the applicable requirements of the Securities Act, the Exchange Act and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, each as in effect on the date such Company SEC Report waswas filed, furnished, mailed or will bedeclared effective, filed or effectiveas applicable, and (bii) each no Company SEC Report did not, and will not, as the case may be, contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed or furnished prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇E▇▇▇▇) database of the SEC. None of the Company’s 's Subsidiaries is has ever been required to file any forms, reports reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the any Company and each of its officers and directors, have SEC Reports that has not been and are corrected or otherwise rectified. (b) The Company is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder of FINRA and (B) the NASDAQ, in each case that are applicable listing and corporate governance rules and regulations of NYSEto the Company.

Company SEC Reports. Since November 15January 1, 20072016, the Company has filed all forms, reports, statements, schedules and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time of this Agreement (all such forms, reports reports, and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act case may be, each as in effect on the date such Company SEC Report was, or will be, filed or effectivewas filed, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies As of all the date hereof, none of the Company SEC Reports filed prior is, to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database Knowledge of the SECCompany, the subject of ongoing SEC review. As of the date hereof, there are no outstanding or unresolved comments in any comment letters received by the Company from the SEC with respect to any of the Company SEC Reports. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSE.

Company SEC Reports. Since November 15January 1, 20072016, the Company has filed or furnished all forms, reports, statements, schedules schedules, prospectuses and other documents with the SEC (including exhibits and all other information incorporated by reference) that have been required to be filed or furnished by it under pursuant to applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Each Company SEC Reports that are registration statements filed pursuant to the Securities Act) and Report complied, as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the respective rules and regulations promulgated thereunder, as the case may be, each as in effect on the date that such Company SEC Report waswas filed. As of its filing date (or, if amended or will besuperseded by a filing prior to the date of this Agreement, filed on the date of such amended or effectivesuperseded filing), and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database No Subsidiary of the SEC. None of the Company’s Subsidiaries Company is required to file any forms, reports or other documents with the SEC. No executive officer The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2016, together with all written responses of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 thereto. As of the Exchange Act date hereof, there are no outstanding or Section 302 or 906 unresolved comments in any such comment letters received by the Company from the SEC. To the Knowledge of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC ReportCompany, except as disclosed in certifications filed with none of the Company SEC Reports. Neither Reports is the Company nor subject of any of its executive officers has received notice from any Governmental Authority challenging ongoing review or questioning investigation by the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSESEC.

Company SEC Reports. (a) Since November 15October 16, 20072020, the Company has filed or furnished, as applicable, on a timely basis all forms, reports, statementsschedules, schedules prospectuses, registration statements and other documents with the SEC that have been required to be filed or furnished by it under pursuant to applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”” “). As of its respective effective dates (in the case of Each Company SEC Reports that are registration statements filed pursuant to the Securities Act) and Report complied, as of its respective filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filingsuperseding filing or furnishing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects respects, with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, as the case may be, each as in effect on the date that such Company SEC Report was, or will be, was filed or furnished (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing). As of its filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseding filing or furnishing), and, in the case of a registration statement or amendment thereto, as of the date such registration statement or amendment became effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database No Subsidiary of the SEC. None of the Company’s Subsidiaries Company is required to file any forms, reports reports, schedules, prospectuses, registration statements or other documents with the SEC. No executive officer There are no outstanding unresolved comments with respect to the Company or the Company SEC Reports noted in comment letters or other correspondence received by the Company or its attorneys from the SEC. To the Knowledge of the Company, there are no pending (i) formal or informal investigations of the Company has failed to make by the certifications required SEC or (ii) inspections of him or her under Rule 13a-14 or 15d-15 an audit of the Exchange Act or Section 302 or 906 Company’s financial statements by the Public Company Accounting Oversight Board. To the Knowledge of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to Company, since October 16, 2020, there has been no material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal controls. (b) There has been no material correspondence between the SEC and the Company SEC Reportsince October 16, except as disclosed 2020 that is not set forth in certifications filed with the Company SEC Reports. Neither Reports or that has not otherwise been made available to Parent prior to the Company nor any date of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracythis Agreement. (c) Since October 16, completeness, form or manner of filing of such certifications. Since November 15, 20072020, the Company and each of its officers and directors, have been and are in compliance has complied in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSENasdaq. (d) Except as permitted under the Exchange Act and disclosed in the Company SEC Reports, neither the Company nor any of its Affiliates has made, arranged or modified any extensions of credit in the form of a personal loan to any director or executive officer of director of the Company or any of their respective Affiliates.

Company SEC Reports. Since November 15, 2007, the The Company has timely filed all forms, reports, statementsschedules, schedules statements and other documents with the SEC that have been documents, including any exhibits and other information incorporated therein, amendments and supplements thereto, required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules theretosince the Lookback Date (collectively with reports filed or furnished after the Agreement Date, the “Company SEC Reports”). As of its respective effective dates The Company SEC Reports, including all forms, reports and documents filed by the Company with the SEC after the Agreement Date and prior to the Effective Time, (a) were and, in the case of the Company SEC Reports that are registration statements filed pursuant to after the Securities Act) and as of its respective filing date (orAgreement Date, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form prepared in all material respects in accordance with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will notAct, as the case may be, and the rules and regulations thereunder, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the Agreement Date, then on the date of such filing), and in the case of such forms, reports and documents filed by the Company with the SEC after the Agreement Date, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state any a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were and will be made, not misleading. True and correct copies As of all the Agreement Date, there are no outstanding or unresolved comments in comment letters or other correspondence received from the SEC or the staff of the SEC with respect to any of the Company SEC Reports. To the Knowledge of the Company, as of the Agreement Date, none of the Company SEC Reports filed prior to is the date hereof have been furnished to Parent subject of ongoing SEC review, outstanding SEC comment or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SECoutstanding SEC investigation. None of the Company’s Subsidiaries is of the Company are required to file any forms, reports reports, schedules, statements or other documents with the SEC. No There has been no material correspondence between the SEC and the Company since the Lookback Date that is not set forth in the Company SEC Reports or that has not otherwise been disclosed to Parent prior to the Agreement Date. Since the Lookback Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to directors or executive officer officers of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or prohibited by Section 302 or 906 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEAct.

Company SEC Reports. Since November 15, 2007(i) Other than as set forth on Section 3.01(e)(i) of the Company Disclosure Schedule, the Company has timely filed with or furnished to the SEC all forms, reports, statements, schedules certifications and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time since January 1, 2015 (all such formscollectively, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, each case including all exhibits and schedules theretothereto and documents incorporated by reference therein, the “Company SEC ReportsDocuments”). As of its their respective effective dates (in the case of Company SEC Reports Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of its their respective SEC filing date dates (in the case of all other Company SEC Documents), the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of the filing of such amended amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or superseded filingomitted to state a material fact required to be stated therein to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) Each of the audited consolidated financial statements and unaudited consolidated financial statements of the Company included in the Company SEC Documents (including the related notes and schedules), as of their respective effective dates (a) each in the case of Company SEC Report complied, or will comply, Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case may beof all other Company SEC Documents), as to form complied in all material respects with all applicable Lawpublished rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC), were prepared in accordance with generally accepted accounting principles in the United States consistently applied (“GAAP”) and applicable published rules and regulations of the SEC consistently applied during the periods involved (except (A) with respect to financial statements included in Company SEC Documents filed as of the date of this Agreement, as may be indicated in the notes thereto, or (B) as permitted by the rules and regulations of the SEC, including Regulation S-X), and fairly present in all material respects in accordance with GAAP the consolidated financial position of the Company and its consolidated Subsidiaries (the “Consolidated Company”) as of the dates thereof and the consolidated statements of operations, changes in stockholders’ equity and cash flows of the Consolidated Company of the dates and for the periods shown therein. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Company from the SEC or its staff. (iii) Other than as set forth on Section 3.01(e)(iii) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any liabilities or obligations of any nature (whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether absolute or contingent or otherwise and whether due or to become due) and there is no existing condition, situation or set of circumstances that would be required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities or obligations (A) reflected or reserved against on the consolidated balance sheet, including the applicable requirements notes thereto (the “Balance Sheet”) of the Securities Company as of September 30, 2018 (the “Balance Sheet Date”) included in the Company SEC Documents, (B) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, or (C) as specifically contemplated by this Agreement or otherwise in connection with the consummation of the Transactions, including those transaction fees set forth on Section 3.01(e)(iii) of the Company Disclosure Schedule. (iv) Other than as set forth on Section 3.01(e)(iv) of the Company Disclosure Schedule or as described in the Company’s Form 10-K for the year ended December 31, 2017 and its Form 10-Q for the quarter ended September 30, 2018: (a) since January 1, 2015, the Company has designed and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act, ) as required by Rules 13a-15 and 15d-15 under the Exchange Act; (b) the Company’s disclosure controls and procedures are designed to ensure that all information (both financial and nonfinancial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the ▇time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act each Act; (c) the Company’s management has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company 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, and (d) based on Company management’s most recently completed evaluation of the Company’s internal control over financial reporting, (1) the Company had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (2) the Company does not have any Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since January 1, 2015, to the Knowledge of the Company, no executive officer or director of the Company has received or otherwise had or obtained knowledge of, and to the Knowledge of the Company, no auditor, accountant, or representative of the Company has provided written notice to the Company or any executive officer or director of, any substantive complaint or allegation that the Company or any Company Subsidiary has engaged in improper accounting practices. For the purposes of this Section 3.01(e)(iv), the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2007-005A of the Public Company Accounting Oversight Board, as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEhereof.

Company SEC Reports. Since November 15September 30, 20072009, the Company has timely filed with or furnished to the SEC all forms, reports, statements, schedules schedules, certificates and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior Laws. References herein to the date hereofterm “Company SEC Reports” shall mean all information filed, and the Company will file prior to the Effective Time all formsfurnished or incorporated by reference in any report, reports statementsform, schedules and schedule, statement, certificate or other documents with the SEC that are document required to be filed by it under applicable Laws the Company since September 30, 2009, including any exhibits and amendments thereto. The Company has made available to Parent true, complete and unredacted copies of (i) Company SEC Reports filed or furnished prior to such time the date of this Agreement, in each case to the extent not publicly filed in unredacted form and (ii) all such forms, reports and documents, together with any documents filed during such period by correspondence between the Company with (or on its behalf) and the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”)SEC. As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act case may be, each as in effect on the date such Company SEC Report was, or will be, filed or effectivewas filed, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with under the SECExchange Act. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the The Company and each of its officers and officers, and, to the Knowledge of the Company, each of its directors, have been and are is in compliance in all material respects with (Ai) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder thereunder, and (Bii) the applicable listing and corporate governance rules and regulations of the NYSE.

Company SEC Reports. Since November 15, 2007, the The Company has filed or furnished, as applicable, all forms, reports, schedules, statements, schedules certificates and other documents with the SEC that have been required to be filed or furnished, as applicable, by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports reports, schedules, statements, schedules certificates and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports reports, schedules, statements, certificates and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). Each Company SEC Report complied, or will comply, as the case may be, as of its filing date, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, as the case may be, each as in effect on the date such Company SEC Report was, or will be, filed. True and correct copies of all Company SEC Reports filed in the three (3) years prior to the date hereof have been furnished to Newco or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of the SEC. As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, not and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither Since the Company nor any enactment of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Company and each of its officers and officers, and, to the Knowledge of the Company each of its directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSENASDAQ.

Company SEC Reports. Since November 15, 2007, the The Company has timely filed with or furnished to the SEC all registration statements, proxy statements, Certifications and other statements, schedules, forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under pursuant to applicable Laws since the Lookback Date and prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports of this Agreement (such statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such schedules, forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). Each Company SEC Report complied as to form, as of its filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True With respect to each annual report on Form 10-K and correct copies of all each quarterly report on Form 10-Q included in the Company SEC Reports filed prior to Reports, the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis principal executive officer and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive principal financial officer of the Company has failed have made all Certifications, and the statements contained in each Certification are accurate and complete as of its date. For purposes of this Agreement, (a) “principal executive officer” and “principal financial officer” shall have the meanings given to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, and (b) the term “file” and variations thereof shall be broadly construed to include any manner in which any document or information is furnished, supplied or otherwise made available to the SEC. As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any Company SEC Report, except as disclosed in certifications filed with of the Company SEC Reports. Neither No Subsidiary of the Company nor is required to file any of its executive officers has received notice from any Governmental Authority challenging forms, reports or questioning documents with the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSESEC.

Company SEC Reports. (a) Since November 15January 1, 20072013 (the “Applicable Date”), the Company has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports, statements, schedules and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior with the SEC pursuant to the Exchange Act or the Securities Act (such forms, statements, certifications, reports, and documents, including any amendments thereto, whether filed or furnished before or after the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As Each of the Company SEC Reports, at the time of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or being furnished, complied or, if amended not yet filed or superseded by a filing prior to the date of this Agreementfurnished, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form comply in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on Act, and any rules and regulations promulgated thereunder and any other Laws applicable to the Company SEC Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report Reports did not, and any Company SEC Reports filed or furnished with the SEC subsequent to the date hereof will not, as the case may be, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. True and correct copies As of all Company SEC Reports filed prior to the date hereof have been furnished hereof, there are no material outstanding or unresolved comments received from the SEC with respect to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 SEC Reports. (b) Since the Applicable Date, the Company has failed to make been and is in compliance in all material respects with the certifications required applicable provisions of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of (i) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC ReportAct, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (Aii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act and the rules and regulations promulgated thereunder thereunder, and (Biii) the applicable listing Securities Act and corporate governance the rules and regulations promulgated thereunder. (c) Since the Applicable Date, each of NYSEthe consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules and as amended by subsequent Company SEC Reports) fairly presents in all material respects, or, in the case of Company SEC Reports filed after the date hereof, will fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of stockholders’ equity, operations and cash flows included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents in all material respects, or in the case of Company SEC Reports filed after the date hereof, will fairly present in all material respects, the financial position, results of operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and year-end adjustments), in each case in accordance with GAAP as in effect on the date of such balance sheet or statement, except as may be noted therein.

Company SEC Reports. Since November 15December 31, 20072008, the Company has filed or furnished on a timely basis all forms, reports, statementsschedules, schedules statements and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior . References herein to the Effective Time term “Company SEC Reports” shall mean all formsinformation filed or incorporated by reference in or furnished under any Form 10-K, reports statementsForm 10-Q, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andor Schedule 14A since December 31, in all cases2008, all including any exhibits and schedules or amendments thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, as the case may be, each as in effect on the date such Company SEC Report was, or will be, filed or effectivewas filed, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC or any foreign Governmental Authority that performs a similar function to that of the SEC or any national securities exchange or national quotation system. Except as set forth in Section 4.9 of the Company Disclosure Letter, the Company has made available to Parent correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company or any of the Company Subsidiaries, on the other hand, occurring since December 31, 2008 and prior to the date hereof that is not otherwise available on the SEC’s Electronic Data Gathering and Retrieval Database (▇▇▇▇▇) prior to the date hereof. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports, and the statements contained in such certifications are true and accurate in all material respects. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the The Company and each of its officers and and, to the Knowledge of the Company, each of its directors, have been and are is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSENasdaq. Except as set forth in Section 4.9 of the Company Disclosure Letter, from December 31, 2008 through the date of this Agreement, the Company has not received any written notification of any (i) “significant deficiency” or (ii) “material weakness” in the Company’s internal controls over financial reporting. To the Knowledge of the Company, there is no outstanding “significant deficiency” or “material weakness” that has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date hereof.

Company SEC Reports. (a) Since November 15March 31, 20072008, the Company has filed all forms, reports, statements, schedules and other documents (including exhibits) with the SEC that have been were required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time Law (all such forms, reports reports, statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during any such period periods by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates date (in the case of any Company SEC Reports Report that are is a registration statements statement filed pursuant to the Securities Act), as of its mailing date (in the case of any Company SEC Report that is a proxy statement) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (ai) each Company SEC Report complied, or will comply, as the case may be, as to form complied in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, each as in effect on the date such Company SEC Report waswas filed, or will be, filed mailed or effective, as applicable, and (bii) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇E▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports reports, statements, schedules or other documents (including exhibits) with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under (A) Rule 13a-14 or 15d-15 and 15d-14 of the Exchange Act or (B) Section 302 or 906 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority Government challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the . (b) The Company and each of its officers and directors, have been and directors are in compliance in all material respects with (A) the applicable provisions of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Act. (c) The Company is in compliance in all material respects with the rules and regulations promulgated thereunder of FINRA and the OTCBB, in each case, that are applicable to the Company, including the OTCBB’s Eligibility Rule. (Bd) The Company has designed (and maintains) disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the applicable listing Exchange Act) to ensure that all material information relating to the Company required to be disclosed by the Company in its reports that it files or furnishes under the Exchange Act, including its consolidated Subsidiaries, is made known on a timely basis to the Chief Executive Officer and corporate governance rules the Chief Financial Officer of the Company by others within those entities as appropriate so that such persons may make the certifications required pursuant to Sections 302 and regulations 906 of NYSEthe S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Company SEC Reports. Since November 15, 2007, the (a) The Company has filed all forms, reports, statements, schedules and other documents with the SEC that have been each registration statement, report and proxy or information statement (including exhibits and any amendments thereto) required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andsince January 1, in all cases, all exhibits and schedules thereto2003 (collectively, the “Company SEC Reports”). As of its the respective effective dates (in the case of Company SEC Reports that are registration statements were filed pursuant to with the Securities Act) and as SEC or amended, each of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), Company SEC Reports (a) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Act and Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies ; provided, however, that clause (b) shall not extend to exhibits thereto or documents incorporated by reference therein, except to the extent a statement or omission in such exhibit or document would cause to be untrue a statement of all a material fact in the body of such Company SEC Reports filed prior Report or would cause to be omitted from the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database body of the SEC. None of the Company’s Subsidiaries is such Company SEC Report a material fact required to file any forms, reports be stated therein or other documents with the SEC. No executive officer of the Company has failed necessary to make the certifications required statements made in the body of him or her under Rule 13a-14 or 15d-15 of such Company SEC Report not misleading. (b) The Company has no outstanding and unresolved comments from the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act SEC with respect to any Company SEC Report, except as disclosed in certifications filed with of the Company SEC Reports. Neither The consolidated financial statements of the Company nor any (including the notes thereto) included in the Company SEC Reports complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of the Company and its executive officers has received notice from any Governmental Authority challenging or questioning Subsidiaries, taken as a whole, as of their respective dates and the accuracy, completeness, form or manner consolidated statements of filing operations and the consolidated statements of such certificationscash flows of the Company and its Subsidiaries for the periods presented therein. Since November 15January 1, 20072003, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP, except as described in the notes to such Company financial statements. (c) The Company and each of its officers and directors, have been and trustees are in compliance compliance, and have complied, in all material respects with (Ai) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder under such Act (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) or the Exchange Act and (Bii) the applicable listing and corporate governance rules and regulations of the NYSE. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined under Rule 3b-7 promulgated under the Exchange Act) or director of the Company. Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither the Company nor any of its Subsidiaries has made any loans to any executive officer or director of the Company or any of its Subsidiaries. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that all material information relating to the Company, including its consolidated Subsidiaries, is made known on a timely basis to the Company’s principal executive officer and its principal financial officer by others within those entities; and the Company believes that such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

Company SEC Reports. Since November 15(a) The Company previously has made available to Buyer (i) its Annual Report on Form 10-K for the year ended May 31, 20072005 (the "Company 10-K"), as filed with the Company has filed SEC, (ii) all formsproxy statements relating to the Company's meetings of shareholders held or to be held after May 31, reports, statements, schedules 2005 and (iii) all other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with with, or furnished by the Company to, the SEC on a voluntary basis on Current Reports on Form 8-K andunder the Exchange Act since January 1, in all cases, all exhibits 2003 and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on Agreement (the date of such amended or superseded filing), (a) each "Company SEC Report complied, or will comply, as the case may be, as to form Reports"). The Company SEC Reports were prepared in all material respects accordance with all applicable Law, including the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (to the extent applicable) and, in each as case, the rules and regulations promulgated thereunder. As of their respective dates, such documents complied in effect on all material respects, and all documents filed by the Company with the SEC (the "SEC Documents") under the Exchange Act between the date such Company of this Agreement and the Closing Date shall comply, in all material respects, with applicable SEC Report was, or will be, filed or effective, requirements and (b) each Company SEC Report did not, and or in the case of documents filed on or after the date hereof will not, as the case may be, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True The parties agree that any failure of the Company's chief executive officer or chief financial officer to provide any certification required to be filed with any document filed with the SEC shall constitute an event that has a Company Material Adverse Effect. On and since January 1, 2003, the Company has timely filed, and between the date of this Agreement and the Closing Date shall timely file, with the SEC all documents required to be filed by it under the Exchange Act. No Subsidiary is required to file any form, report or other document with the SEC. (b) The Company has made available to Buyer a complete and correct copies copy of all any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, if any, to (i) Contracts which have been filed by the Company with the SEC since January 1, 2003 pursuant to the Securities Act and Exchange Act and (ii) the Company SEC Reports filed prior to the date hereof have been furnished hereof. The Company has timely responded to Parent or are publicly available in the Electronic Data Gathering, Analysis all comment letters and Retrieval (▇▇▇▇▇) database other correspondence of the SEC relating to the SEC Documents, and the SEC has not notified the Company that any final responses are inadequate, insufficient or otherwise non-responsive. The Company has provided to Buyer true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of the Subsidiaries, on the other, occurring since January 1, 2003 and prior to the date hereof and shall, reasonably promptly following the receipt thereof, provide to Buyer any such correspondence sent or received after the date hereof. None of the Company’s Subsidiaries SEC Documents is required to file any forms, reports the subject of ongoing SEC review or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company outstanding SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEcomment.

Company SEC Reports. Since November 15September 30, 20072006, the Company has timely filed or furnished all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the date hereof, and the Company will timely file or furnish prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed or furnished by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Each Company SEC Report was prepared in accordance with and complied, or will be prepared in accordance with and comply, as the case may be, as to form of its filing date, in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act case may be, each as in effect on the date such Company SEC Report was, or will be, filed or effectivefurnished. True, and (b) each Company SEC Report did not, and will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True complete and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading unless corrected in a later filed Company SEC Report. 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007and as of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSESEC Reports.

Company SEC Reports. Since November 15January 1, 20071998, the Company has timely filed with the Securities and Exchange Commission (the "SEC") all forms, reports, statements, schedules registrations and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any amendments thereto, required to be filed under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act")(all such reports, registrations and documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andsince January 1, in all cases, all exhibits and schedules thereto, 1998 are collectively referred to as the “"Company SEC Reports”"). As of its their respective effective dates (in or such later date as the case of Company filed an amendment with the SEC, the Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form complied in all material respects with all applicable Law, including rules and regulations promulgated by the applicable requirements of the Securities Act, the Exchange Act SEC and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any a material fact face required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. True and correct copies The consolidated financial statements of all the Company (the "Company Financial Statements") included in the Company SEC Reports filed prior present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries as of their respective dates and the results of their operations and cash flows for the fiscal years and periods covered in accordance with GAAP consistently applied and in accordance with Regulation S-X of the SEC (subject, in the case of unaudited interim period financial statements to normal recurring year-end adjustments which, individully or collectively, are not material). Without limiting the generality of the foregoing, (a) as of the date hereof have been furnished to Parent or are publicly available of the most recent balance sheet included in the Electronic Data GatheringCompany Fiancial Statements, Analysis there was no material debt, liability or obligation of any nature not fully reflected or reserved in accordance with GAAP; and Retrieval (▇▇▇▇▇b) database there are no assets of the SEC. None Company or any Subsidiary, the value of which (in the reasonable judgment of the Company’s Subsidiaries ) is required to file any forms, reports or other documents with the SEC. No executive officer of materially overstated in the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except Financial Statements. Except as disclosed set forth in certifications filed with the Company SEC Reports. Neither , neither the Company nor any Subsidiary, to their knowledge, has any liability or obligation of its executive officers has received notice from any Governmental Authority challenging nature (whether accrued, absolute, contingent or questioning otherwise) other than liabilities and obligations which would not, individually or in the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directorsaggregate, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEa Material Adverse Effect.

Company SEC Reports. Since November 15, 2007, the (a) The Company has filed all forms, reports, statements, schedules reports and documents (including exhibits and other documents information incorporated therein) with the SEC that have been required to be filed by it under applicable Laws prior to laws from December 31, 2005 through and including the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and documents (including exhibits and other documents information incorporated therein) with the SEC that are required to be filed by it under applicable Laws laws prior to such time (all such forms, reports and documents, together with any other forms, reports or other documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules theretoor prior to the Effective Time that are not required to be so filed, the “Company SEC Reports”). Each Company SEC Report complied, or will comply, as the case may be, 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, each as in effect on the date such SEC Report was, or will be, filed. As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on the date such Company SEC Report was, or will be, filed or effective, and (b) each Company SEC Report did not, not and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. 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 required by Rule 13a-14 or 15d-15 of 15d-14 under the Exchange Act or and Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received written notice from any Governmental Authority Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, . (b) The Company has heretofore made available to Parent complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and each of its officers and directors, have other instruments that previously had been filed by the Company with the SEC and are currently in compliance in effect. The Company has made available to Parent all material respects with (A) comment letters received by the applicable provisions Company from the SEC or the staff thereof since December 31, 2005 and all responses to such comment letters filed by or on behalf of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSECompany.

Company SEC Reports. Since November 15, 2007, the The Company has filed or furnished, as the case may be, all forms, reports, statements, schedules registration statements and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior with the SEC since September 30, 2003, and has heretofore made available to Parent: (i) its Annual Reports on Form 10-K, as amended, for the fiscal years ended December 30, 2002, December 29, 2003 and January 3, 2005, respectively; (ii) its Quarterly Reports on Form 10-Q for the periods ended March 28, 2005, June 20, 2005, and September 12, 2005; (iii) all proxy statements relating to the date hereofCompany’s meetings of stockholders (whether annual or special) held since September 30, and the Company will file prior to the Effective Time 2003; and (iv) all other forms, reports statementsreports, schedules registration statements and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andsince September 30, 2003 and prior to the Effective Time. (The forms, reports, registration statements and other documents referred to in all casesclauses (i), all exhibits (ii), (iii) and schedules thereto(iv) above being, collectively, the “Company SEC Reports”). As of its respective effective dates (in the case of .) The Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form were prepared in all material respects accordance with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each Securities Act, and the rules and regulations promulgated thereunder. The Company SEC Reports, as of their respective dates (and, in effect on the case of any Company SEC Report that is a registration statement, as of the date such Company SEC Report wasregistration statement became effective), or will be, filed or effective, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all All Company SEC Reports filed prior Reports, as of their respective dates, complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by the Company from the SEC staff with respect to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SECSEC Reports. None of the Company’s Subsidiaries is required to file any forms, reports are reporting companies under the Securities Act or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of NYSEAct.

Company SEC Reports. Since November 15, 2007Except as set forth in Section 4.4(a) of the Company Disclosure Schedule, the Company has filed with the SEC all registration statements, forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under applicable Laws prior to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports and documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K andsince March 1, in 2007 (including all cases, all exhibits and schedules thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed certifications required pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act each as in effect on Act), and copies of all such registration statements, forms, reports and other documents filed by the Company with the SEC since such date are publicly available. All such registration statements, forms, reports, certificates and other documents filed by the Company and that it may file after the date such hereof until the Closing are referred to herein as the “Company SEC Report wasReports.” The Company SEC Reports (i) except as set forth in Section 4.4(a) of the Company Disclosure Schedule, were filed on a timely basis, (ii) at the time filed, or will beif amended, filed or effectiveas of the time of the last such amendment prior to the date of this Agreement, and (b) each Company SEC Report did notwere prepared in compliance in all material respects with the applicable requirements of the Securities Act, and will notthe Exchange Act and/or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (iii) except as set forth in Section 4.4(a) of the Company Disclosure Schedule, did not at the time they were filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer Subsidiary of the Company has failed is subject to make the certifications required reporting requirements of him Section 15(d) of the Securities Act or her under Rule 13a-14 or 15d-15 Section 13(a) of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC ReportsAct. Neither the Company nor any of its executive officers has received notice from Subsidiaries is a party to or is bound by, and neither the Company’s nor its Subsidiaries’ assets or properties are subject to, any Governmental Authority challenging Contract required to be disclosed in a Form 10-K, Form 10-Q or questioning Form 8-K filed prior to the accuracydate hereof that is not disclosed in the Form 10-K for the year ended February 28, completeness2010, form or manner as filed with the SEC on May 7, 2010, including the consolidated financial statements of filing of such certifications. Since November 15, 2007, the Company and each of its officers and directors, have been and are in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act set forth therein and the rules and regulations promulgated thereunder and information incorporated by reference to the Company’s definitive proxy statement filed with the SEC on June 14, 2010 (B) the applicable listing and corporate governance rules and regulations of NYSE“2010 Form 10-K”).

Company SEC Reports. Since November 15January 3, 20072009, the Company has filed all forms, reports, statements, schedules reports and other documents with the SEC that have been required to be filed by it under applicable Laws prior Laws, subject to the date hereof, and the Company will file prior to the Effective Time all forms, reports statements, schedules and other documents with the SEC that are required to be filed any extensions permitted by it under applicable Laws prior to such time (all such forms, reports and documents, together collectively with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K and, in all cases, all exhibits and schedules amendments thereto, the “Company SEC Reports”). As of its respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreementfiling, on the date of such amended or superseded filing), (a) each Company SEC Report complied, or will comply, as the case may be, complied as to form in all material respects with all applicable Law, including the applicable requirements of the Securities Act or the Exchange Act, as the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act case may be, each as in effect on the date such Company SEC Report was, or will be, filed or effectivewas filed, and (b) each Company SEC Report did not, and will not, as the case may be, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is is, or at any time since January 3, 2009 has been, 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 Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since November 15, 2007, the The Company and each of its officers and officers, and, to the Knowledge of the Company, each of its directors, have been and are is in compliance in all material respects with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of the NYSE. The Company has made available to Parent all material correspondence between the SEC and the Company from January 3, 2009 to the date hereof, the Company will make available to Parent as promptly as practicable all material correspondence between the SEC and the Company after the date hereof, and there are no material outstanding or unresolved comments received from the SEC with respect to the Company SEC Reports.