Common use of Parent SEC Reports Clause in Contracts

Parent SEC Reports. (a) Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did 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 circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects with 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 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) in all material respects the consolidated financial position of Parent 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.

Parent SEC Reports. (a) Parent has filed with the SEC, at or prior to the time due, and its Subsidiaries have has heretofore made available to the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed each report and definitive proxy statement with the SEC by Parent since January 1, 1997 (together with all amendments thereof and supplements thereto) required to be filed information incorporated therein by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 (as such documents have since the time of their filing been amended or supplementedreference, the “"Parent SEC Reports”"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and none of the Parent SEC Reports at the time they were filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, including the related notes, if any, thereto) of Parent included in the Parent SEC Reports complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with 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) all material respects 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) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the their consolidated results of their operations and cash flows for the respective periods then endedended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as, and to the extent, set forth in the Parent SEC Reports, Parent and its Subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Parent SEC Reports. (a) Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1December 31, 2014 2018 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did 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 circumstances under which they were made, not misleading. To the Knowledge of Parent, there are no material unresolved comments received from the SEC staff with respect to the Parent SEC Reports on or prior to the date hereof. To the Knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects with 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 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) in all material respects the consolidated financial position of Parent 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 endedended (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes). (c) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the Parent SEC Reports.

Parent SEC Reports. (a) Parent has timely filed with or otherwise furnished (as applicable) to the SEC all forms, reports, schedules, statements, certifications and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed or furnished by Parent it under the Securities Act or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1July 26, 2014 2008 (such documents, as such documents have supplemented or amended since the time of their filing been amended or supplementedfiling, and together with all information incorporated by reference therein, the “Parent SEC Reports”). No Subsidiary of Parent is required to make any filings with the SEC. As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and (ii) did 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 circumstances under which they were made, not misleading. (b) Parent maintains a system of internal control 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 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) Parent maintains a system of “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 Parent to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. Parent’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. (d) Since July 26, 2008, Parent has not received any oral or written notification of a (x) “significant deficiency” or (y) “material weakness” in Parent’s internal controls over financial reporting. The terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 112, as in effect on the date hereof. (e) Parent has provided or made available to the Company copies of all correspondence sent to or received from the SEC by Parent or its Subsidiaries or their respective counsel or accountants since July 26, 2008. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Reports. (f) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Parent SEC Reports complied as to form Form 10-K and the unaudited consolidated interim financial statements included in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied Parent’s quarterly report 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 for the SECquarter ended April 25, 2009 (including any related notes and schedules) and fairly present (subject, in the case of the unaudited interim other financial statements included thereinin Parent SEC Reports fairly present, to normal year-end adjustments and the absence of complete footnotes) in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective 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 disclosed in the notes thereto and subject, in the case of financial statements for quarterly periods, to normal year-end adjustments not material in amount). The books of account and other financial records of Parent and each of its Subsidiaries are true and complete in all material respects, reflect only actual transactions and are maintained in accordance with GAAP. (g) Since July 26, 2008, no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any Subsidiary of Parent, has reported to Parent’s chief legal counsel or Chief Executive Officer evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (h) Since July 26, 2008, to the knowledge of Parent, no employee of Parent or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Entity regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Parent or any of its Subsidiaries. (i) There are no liabilities or obligations of Parent or any of its Subsidiaries (whether accrued, contingent, absolute, determined or determinable) other than: (i) liabilities or obligations disclosed or provided for in the unaudited consolidated balance sheet of the Company as of April 25, 2009 or disclosed in the notes thereto (the “Parent Current Balance Sheet”); (ii) liabilities or obligations incurred after April 25, 2009 in the ordinary course of Parent’s business that are not individually or in the aggregate material to Parent and its Subsidiaries, taken as a whole; (iii) liabilities incurred in connection with the transactions contemplated by this Agreement or disclosed on Section 4.6 of the Parent Disclosure Letter; (iv) liabilities under any agreement, lease, note, mortgage, indenture or other obligation of Parent or any of its Subsidiaries, which is not in violation of the terms of this Agreement; and (v) other liabilities that are not, either individually or in the aggregate, material to Parent and its Subsidiaries, taken as a whole. (j) The consolidated financial statements of Parent for all periods commencing after February 4, 2007 are in material compliance with the requirements of the FIN 48 and Parent and its Subsidiaries have provided or made available to the Company any and all of their respective periods then endedaccounting work papers with respect to compliance with the FIN 48 that the Company or its Representatives have reasonably requested.

Parent SEC Reports. (a) The Parent has timely filed or otherwise furnished all forms, reports, registration statements and its Subsidiaries have filed each report other documents (including all exhibits and definitive proxy statement (together with all other information incorporated therein, amendments thereof and supplements thereto) required to be filed or furnished by Parent or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1the Applicable Date. (b) Each of the Parent’s forms, 2014 (as such reports, registration statements and other documents have filed or furnished by the Parent with the SEC since the time of their filing been amended Applicable Date (such forms, reports, registration statements and other documents, whether or supplementednot available through ▇▇▇▇▇, are collectively referred to herein as the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to ) and the date hereof, the Parent SEC Reports Certifications (i) as of the date of the filing thereof, complied as to form in all material respects with the requirements of the Securities Act the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements . Since the Applicable Date and unaudited interim consolidated financial statements (includingas of the Execution Date, no executive officer of Parent has failed in each caseany respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. As of the Execution Date, there are no material outstanding or unresolved comments in comment letters received from the notesSEC or its staff, if anyand, thereto) included in to the Knowledge of the Parent, none of the Parent SEC Reports complied as is the subject of ongoing SEC review. None of the Parent’s Subsidiaries is subject to form in all material respects the periodic reporting requirements of Section 13 or 15(b) of the Exchange Act or is otherwise required to file any periodic statements, schedules, reports, forms or other documents with the published SEC. (c) The Parent has not, in the three months preceding the date hereof, received written notice from the NYSE that Parent is not in compliance with the listing or maintenance requirements of the NYSE. Since April 12, 2017, the Parent is, and has been, in compliance with the applicable listing and corporate governance rules and regulations of the SEC with respect theretoNYSE applicable to it. (d) The Parent and its Subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), were prepared and such controls and procedures are reasonably designed to ensure that (i) all information required to be disclosed by the Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) all such information is accumulated and communicated to the Parent’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. (e) The Parent and its Subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP applied on a consistent basis during GAAP. (f) Since the periods involved Applicable Date, (except as may be indicated therein or i) there have not been any changes in the notes thereto Parent’s internal controls over financial reporting that are reasonably likely to materially affect the Parent’s and except with respect its Subsidiaries’ internal controls over financial reporting; (ii) the Parent has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to unaudited statements as permitted by Form 10-Q the date of this Agreement, to the Parent’s outside auditors and the audit committee of the SEC) and fairly present (subject, Parent’s board of directors any “significant deficiency” or “material weakness” in the case design or operation of the unaudited interim Parent’s internal controls over financial statements included thereinreporting, which are reasonably likely to normal year-end adjustments and adversely affect in any material respect the absence of complete footnotes) in all material respects the consolidated financial position of Parent Parent’s and its consolidated Subsidiaries as Subsidiaries’ ability to record, process, summarize, and report financial information; and (iii) none of the respective dates thereof Parent, the Parent’s outside auditors or the audit committee of the Parent Board has received any oral or written notification of any Fraud, whether or not material, that involves management or other employees of the Parent who have a significant role in the Parent’s internal controls over financial reporting. The terms “significant deficiencies” and “material weaknesses” have the consolidated results meanings assigned to such terms in Rule 13a-15(f) of their operations and cash flows for the respective periods then endedExchange Act.

Parent SEC Reports. (a) Parent has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed or furnished by Parent it under the Securities Act or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1December 31, 2014 2003 (such documents, as such documents have supplemented or amended since the time of their filing been amended or supplementedfiling, and together with all information incorporated by reference therein, the “Parent SEC Reports”). No Subsidiary of Parent is required to file with or furnish to the SEC any such forms, reports, schedules, statements or other documents. As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (or, if amended, as of the date of such amendment) (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports, and (ii) did 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 circumstances under which they were made, not misleading. (b) Parent 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 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) Parent maintains a system of “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 Parent to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. Parent’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. (d) Since December 31, 2003, Parent has not received any oral or written notification of a (x) “reportable condition” or (y) “material weakness” in Parent’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) Parent has provided to the Company copies of all correspondence sent to or received from the SEC by Parent 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 the Parent SEC Reports. (f) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Parent SEC Reports complied as to form Form 10-K and the unaudited consolidated interim financial statements included in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied Parent’s quarterly report 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 for the SECquarter ended September 30, 2007 (including any related notes and schedules) and fairly present (subject, in the case of the unaudited interim other financial statements included thereinin Parent SEC Reports fairly present, to normal year-end adjustments and the absence of complete footnotes) in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then endedset forth therein, and 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, in the case of financial statements for quarterly periods, to normal year-end adjustments not material in amount). The books of account and other financial records of Parent and each of its Subsidiaries are true and complete in all material respects and reflect only actual transactions. (g) There are no liabilities or obligations of Parent or any of its Subsidiaries (whether accrued, contingent, absolute, determined or determinable) other than: (i) liabilities or obligations disclosed or provided for in the unaudited consolidated balance sheet of the Company as of September 30, 2007 or disclosed in the notes thereto (the “Parent Current Balance Sheet”); (ii) liabilities or obligations incurred after September 30, 2007 in the ordinary course of Parent’s business that are not individually or in the aggregate material to Parent and its Subsidiaries, taken as a whole; (iii) liabilities incurred in connection with the transactions contemplated by this Agreement; (iv) liabilities under any agreement, lease, note, mortgage, indenture or other obligation of Parent or any of its Subsidiaries, which is not in violation of the terms of this Agreement; and (v) other liabilities or obligations which would not, either individually or in the aggregate, have a Parent Material Adverse Effect.

Parent SEC Reports. (a) The Parent and its Subsidiaries have has filed each report and definitive proxy statement (together all SEC reports with all amendments thereof and supplements thereto) the SEC required to be filed by Parent or any of its Subsidiaries it pursuant to the Exchange Act with federal securities Laws and the SEC since January 1, 2014 rules and regulations thereunder (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior Parent has made available to the date hereof, the Company copies of all such SEC reports. The Parent SEC Reports (i) complied as to form were prepared in all material respects in accordance with the requirements of the Exchange Securities Act, the Exchange Act and the published rules and regulations of the SEC thereunder, as applicable to such Parent SEC Reports and (ii) did not as of the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date hereof by a subsequently filed Parent SEC Report. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the Parent SEC Reports. (b) The audited consolidated financial statements and unaudited interim Each of the consolidated financial statements (including, in each case, the notes, if any, any notes thereto) included in the Parent SEC Reports complied as to form has been prepared in all material respects in accordance with the published rules and regulations of the SEC with respect thereto, were prepared (including Regulation S-X) and in accordance with GAAP United States generally accepted accounting principles as in effect on the date of filing such Parent SEC Reports applied on a consistent basis during throughout the periods involved indicated (except as otherwise stated in such financial statements, including the related notes, or, in the case of unaudited interim financial statements, as may be permitted by the SEC under Forms 10-Q, 8-K or any successor forms under the Exchange Act) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein or therein, except as otherwise set forth 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 thereinstatements, to the absence of footnotes and to normal and recurring year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of Parent 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 endedadjustments).

Parent SEC Reports. (a) Since January 1, 2019, Parent has filed or furnished (as applicable) all forms, reports, schedules, statements and its Subsidiaries documents with the SEC that have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) been required to be so filed or furnished (as applicable) by Parent it under Applicable Law at or any of its Subsidiaries pursuant prior to the Exchange Act with the SEC since January 1time so required (all such forms, 2014 (as such documents have since the time of their filing been amended or supplementedreports, schedules, statements and documents, including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto the “Parent SEC Reports”). As . (b) Each Parent SEC Report complied as of their respective datesits filing date (or, after giving effect to if amended or superseded by a filing, on the date of such amended or superseded filing, or, in the case of any amendments or supplements thereto Parent SEC Report that is a registration statement filed prior pursuant to the date hereofSecurities Act, the Parent SEC Reports (i) complied as of its effective date), as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such Parent SEC Report was filed. (iic) As of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseded filing, or, in the case of any Parent SEC Report that is a registration statement filed pursuant to the Securities Act, as of its effective date), each Parent SEC Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bd) The audited consolidated financial statements and unaudited interim consolidated financial statements As of the date of this Agreement, (including, i) there are no outstanding or unresolved comments in each case, any comment letters of the notes, if any, thereto) included in staff of the SEC received by Parent relating to the Parent SEC Reports complied as or any registration statement filed by Parent with the SEC and (ii) to form Parent’s Knowledge, no Parent SEC Report nor any registration statement filed by Parent with the SEC is the subject of ongoing SEC review. (e) Parent is, and since January 1, 2019, has been in compliance in all material respects with (i) the published applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaq. (f) No Subsidiary of Parent is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (g) Since January 1, 2019, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC with respect theretoand Nasdaq, and at the time of filing or submission of each such certification, the statements contained in each such certification were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto true 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) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries accurate as of the respective dates thereof and date thereof. Since January 1, 2019, neither Parent nor any of its executive officers has received any written notice from the consolidated results SEC or any other Governmental Entity challenging or questioning the accuracy, completeness, form or manner of their operations and cash flows for the respective periods then ended.filing such certifications

Parent SEC Reports. (a) Parent has filed with the SEC each form, registration statement, report, schedule, proxy or information statement and its Subsidiaries have filed each report other document (including exhibits and definitive proxy statement (together with all amendments thereof and supplements thereto) ), required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1, 2014 2003 under the Securities Act or the Exchange Act (as such documents have since the time of their filing been amended or supplementedcollectively, the “Parent SEC Reports”). As Except as set forth in Section 5.5(a) of their the Parent Disclosure Letter, as of the respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, dates the Parent SEC Reports were filed or, if any Parent SEC Reports were amended, as of the date such amendment was filed, each Parent SEC Report, including any financial statements or schedules included therein, (ia) complied as to form in all material respects with the all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (iib) did 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 circumstances under which they were made, not misleading. No event since the date of the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 8-K other than the execution of this Agreement. (b) The audited consolidated financial statements appropriate officers of Parent have made all certifications (without qualification or exceptions to the matters certified) required by, and unaudited interim consolidated financial statements would be able to make such certifications (including, in each casewithout 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 notes, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects with the published S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct; except as set forth in Section 5.5(b) of the SEC with respect theretoParent Disclosure Letter, were prepared neither Parent nor its officers has received notice from any Governmental Authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. Parent maintains “disclosure controls and procedures” (as defined in accordance with GAAP applied on a consistent basis during Rule 13a-15(e) under the periods involved (except as may be indicated therein or in the notes thereto Exchange Act); such disclosure controls and except with respect procedures are effective 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) in ensure that all material respects the consolidated financial position of information concerning Parent and its consolidated Subsidiaries as subsidiaries is made known on a timely basis to the individuals responsible for preparing Parent’s SEC filings and other public disclosure and Parent is otherwise in substantial compliance with all applicable effective provisions of the respective dates thereof S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the consolidated results applicable listing standards of their operations and cash flows for the respective periods then endedThe New York Stock Exchange.

Parent SEC Reports. (a) Since September 17, 2021 and through the date of this Agreement, Parent has timely filed with, or furnished to, the SEC all forms, reports and its Subsidiaries documents that have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) been required to be filed or furnished by Parent or any of its Subsidiaries it pursuant to the Exchange Act with the SEC since January 1, 2014 applicable Laws (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”) and, to the Knowledge of Parent and except where such failure would not reasonably be expected to be material to Parent and its Subsidiaries taken as a whole, from February 23, 2021 through September 16, 2021, Parent timely filed with, or furnished to, the SEC all forms, reports and documents that have been required to be filed or furnished by it pursuant to applicable Laws (the “Prior Parent SEC Reports”). As Each Parent SEC Report and, to the Knowledge of their respective datesParent and except where such failure would not reasonably be expected to be material to Parent and its Subsidiaries taken as a whole, after giving effect to any amendments each Prior Parent SEC Report, complied, as of its filing date (or, if amended or supplements thereto filed superseded by a filing prior to the date hereofof this Agreement, on the Parent SEC Reports (i) complied as to form date of such amended or superseded filing), 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 Parent SEC Report or Prior Parent SEC Report, as applicable, was filed. 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 Parent SEC Report and, to the Knowledge of Parent and (ii) except as would not reasonably be expected to be material to Parent and its Subsidiaries taken as a whole, each Prior Parent SEC Report, did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements . Since September 17, 2021 and, to the Knowledge of Parent and unaudited interim consolidated financial statements (includingexcept as would not reasonably be expected to be material to Parent and its Subsidiaries taken as a whole, from February 23, 2021 through September 16, 2021, Parent has been in each case, the notes, if any, thereto) included in the Parent SEC Reports complied as to form compliance in all material respects with the published applicable listing and corporate governance rules and regulations of NYSE. As of the date of this Agreement, to the Knowledge of Parent, there are no outstanding or unresolved comments received from the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except staff with respect to unaudited statements the Parent SEC Reports or, except as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included therein, would not reasonably be expected to normal year-end adjustments and the absence of complete footnotes) in all be material respects the consolidated financial position of to Parent and its consolidated Subsidiaries taken as a whole, the Prior Parent SEC Reports. To the Knowledge of Parent, as of the respective dates thereof date of this Agreement, none of the Parent SEC Reports or, except as would not reasonably be expected to be material to Parent and its Subsidiaries taken as a whole, Prior Parent SEC Reports, is the consolidated results subject of their operations and cash flows for ongoing SEC review or investigation. None of Parent’s Subsidiaries is required to file periodic reports with the respective periods then endedSEC pursuant to the Exchange Act.

Parent SEC Reports. (a) Since January 1, 2015, Parent has filed or furnished (as applicable) all forms, reports, schedules, statements and its Subsidiaries documents with the SEC that have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) been required to be so filed or furnished (as applicable) by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since after January 1, 2014 (as such documents have since 2015 and at or prior to the time of their filing been amended Effective Time that are not required to be so filed or supplementedfurnished, the “Parent SEC Reports”). As . (b) Each Parent SEC Report complied, or will comply, as the case may be, as of their respective datesits filing date (or, after giving effect to any amendments if amended or supplements thereto filed prior to superseded by a filing, on the date hereofof such amended or superseded filing), the Parent SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such Parent SEC Report was, or will be, filed. (iic) As of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseded filing), each Parent SEC Report did not not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bd) The audited consolidated financial statements and unaudited interim consolidated financial statements As of the date of this Agreement, (including, i) there are no outstanding or unresolved comments in each case, any comment letters of the notes, if any, thereto) included in staff of the SEC received by Parent relating to the Parent SEC Reports complied as to form in all material respects or any registration statement filed by Parent with the published rules SEC and regulations (ii) no Parent SEC Report nor any registration statement filed by Parent with the SEC is, to the Knowledge of Parent, the subject of ongoing SEC review. (e) Since January 1, 2015, no executive officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to unaudited statements any Parent SEC Report, except as permitted by Form 10-Q disclosed in certifications filed with the Parent SEC Reports. Since August 1, 2015, neither Parent nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the SEC) and fairly present (subjectaccuracy, in the case completeness, form or manner of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence filing of complete footnotes) in all material respects the consolidated financial position of Parent 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 endedsuch certifications.

Parent SEC Reports. Parent has filed with the SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (a) Parent including exhibits and amendments thereto), including its Subsidiaries have Annual Reports to Stockholders incorporated by reference in certain of such reports, filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 2000 under the Securities Act or the Exchange Act (as such documents have since the time of their filing been amended or supplementedcollectively, the “Parent SEC Reports”). As of their the respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the dates such Parent SEC Reports were filed or, if any such Parent SEC Reports were amended, as of the date such amendment was filed, each Parent SEC Report, including any financial statements or schedules included therein, (ia) complied as to form in all material respects with the all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (iib) did 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 circumstances under which they were made, not misleading. (b) . No event since the date of the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 8-K other than the execution of this Agreement. All documents required to be filed with the SEC have been filed with the SEC. The audited consolidated financial statements Chief Executive Officer and unaudited interim consolidated financial statements (including, in Chief Financial Officer of Parent have each case, the notes, if any, thereto) included provided all certifications in the Parent SEC Reports complied as to form in all material respects with manner and at the published rules time required under Sections 302 and regulations 906 of the SEC with ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and Parent has not become aware of any information or circumstances that could reasonably have caused the statements in those certifications to have been inaccurate or misleading in any respect thereto, were prepared in accordance with GAAP applied on a consistent basis during at 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) in all material respects the consolidated financial position of Parent 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 endedtime made.

Parent SEC Reports. (a) Except for the financial statements required to be filed in connection with the Form 8K filed with the Securities Exchange Commission by USXX on April 12, 2000, April 27, 2000 and July 20, 2000, since June 1, 1999, the Parent has timely filed all registration statements, prospectuses, forms, reports and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) documents required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1, 2014 Securities Exchange Commission under the 1933 Act or the 1934 Act (as such documents have since the time of their filing been amended or supplementedcollectively, the “"Parent SEC Reports”"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the The Parent SEC Reports (i) as of their respective dates, were prepared in accordance with, and complied as to form in all material respects with with, the requirements of the Exchange 1933 Act or the 1934 Act, as the case may be, and the applicable rules and regulations thereunder, and (ii) did not not, at the time they were filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . No subsidiary of Parent is subject to the periodic reporting requirements of the 1934 Act. Each of the consolidated balance sheets (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, including the related notes, if any, thereto) included in the Parent SEC Reports complied as to form presents fairly, in all material respects with respects, the published rules consolidated financial position of Parent and regulations its subsidiaries as of its date, and each of the other related statements (including the related notes) included in the Parent SEC with respect theretoReports presents fairly, were prepared in accordance all material respects, the results of operations, cash flows and changes in shareholders' equity of Parent and its subsidiaries as of its date and for the respective periods set forth therein, all in conformity with GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise noted 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 thereinstatements, to normal year-end adjustments and adjustments. To the absence of complete footnotes) extent any such Parent SEC Reports were not timely filed, such failure is not reasonably likely to individually or in all the aggregate have a material respects adverse effect on such the consolidated Parent's business, assets, properties, liabilities or financial position of Parent and condition or its consolidated Subsidiaries as of ability timely to perform its respective obligations hereunder or to consummate the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then endedtransactions contemplated hereby.

Parent SEC Reports. (a) The Parent has filed or otherwise furnished all forms, reports, registration statements and its Subsidiaries have filed each report other documents (including all exhibits and definitive proxy statement (together with all other information incorporated therein, amendments thereof and supplements thereto) required to be filed or furnished by Parent or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1, 2014 2015. (b) Each of the Parent’s forms, reports, registration statements and other documents filed or furnished by the Parent with the SEC since January 1, 2015 (such forms, reports, registration statements and other documents, whether or not available through ▇▇▇▇▇, are collectively referred to herein as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to ) and the date hereof, the Parent SEC Reports Certifications (i) as of the date of the filing thereof, complied as to form in all material respects with the requirements of the Securities Act the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may be, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements . Since January 1, 2015 and unaudited interim consolidated financial statements (includingas of the Execution Date, no executive officer of Parent has failed in each caseany respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. As of the Execution Date, there are no material outstanding or unresolved comments in comment letters received from the notesSEC or its staff, if anyand, thereto) included in to the Knowledge of the Parent, none of the Parent SEC Reports complied as to form is the subject of ongoing SEC review. (c) The Parent has not, in all material respects the three months preceding the date hereof, received written notice from the NYSE that Parent is not in compliance with the published listing or maintenance requirements of the NYSE. Since January 1, 2015, the Parent is, and has been, in compliance with the applicable listing and corporate governance rules and regulations of the SEC with respect theretoNYSE applicable to it. (d) The Parent has implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), were prepared and such controls and procedures are reasonably designed to ensure that (i) all information required to be disclosed by the Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) all such information is accumulated and communicated to the Parent’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. (e) The Parent has implemented and maintained a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP applied on a consistent basis during the periods involved GAAP. (except as may be indicated therein or f) Since January 1, 2015, (i) there have not been any changes in the notes thereto and except with respect Parent’s internal controls over financial reporting that are reasonably likely to unaudited statements as permitted by Form 10-Q of materially affect the SECParent’s internal controls over financial reporting; (ii) and fairly present (subjectthe Parent has disclosed, in based on the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of Parent 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.29 DB1/ 97944280.20

Parent SEC Reports. (a) Parent has filed with the SEC, and has heretofore made available to Target 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 Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) Annual Reports to Stockholders incorporated by reference in certain of such reports, required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1November 8, 2014 2002 under the Securities Act or the Exchange Act (as such documents have since the time of their filing been amended or supplementedcollectively, the “Parent SEC Reports”). As of their the respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, dates the Parent SEC Reports were filed or, if any such Parent SEC Reports were amended, as of the date such amendment was filed, each Parent SEC Report, including any financial statements or schedules included therein, (ia) complied as to form in all material respects with the all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (iib) did 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 circumstances under which they were made, not misleading. No event since the date of the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 8-K other than the execution of this Agreement. (b) The audited consolidated chief executive officer and chief financial statements officer of Parent have made all certifications (without qualification or exceptions to the matters certified) required by, and unaudited interim consolidated financial statements would be able to make such certifications (including, in each casewithout 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 notes, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects with the published ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related 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 as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted promulgated 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 statements contained in any such certifications are complete and correct; neither Parent nor its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of complete footnotesfiling or submission of such certification. Parent maintains “disclosure controls and procedures” (as defined in Rule 13a-14(c) in under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material respects the consolidated financial position of information concerning Parent and its consolidated Subsidiaries as subsidiaries is made known on a timely basis to the individuals responsible for preparing Parent’s SEC filings and other public disclosure and Parent is otherwise in substantial compliance with all applicable effective provisions of the respective dates thereof ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the consolidated results applicable listing standards of their operations The New York Stock Exchange and cash flows for has taken all steps necessary to ensure Parent will be in compliance with such provision of the respective periods then ended▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and New York Stock Exchange when such provisions become effective in the future.

Parent SEC Reports. (a) Parent has filed all forms, reports, registration statements and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1the Applicable Date. (b) Each of Parent’s forms, 2014 (as such reports, registration statements and other documents have filed by Parent with the SEC since the time of their filing been amended Applicable Date (such forms, reports, registration statements, and other documents, whether or supplementednot available through ▇▇▇▇▇, are collectively referred to herein as the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to ) and the date hereof, the Parent SEC Reports Certifications (i) as of the date of the filing thereof, complied as to form in all material respects with the requirements of the Securities Act, the Exchange ActAct and SOX, as applicable, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including. As of the date of this Agreement, there are no material outstanding or unresolved comments in each casecomment letters received from the SEC or its staff, and, to the notesKnowledge of Parent, if any, thereto) included in none of the Parent SEC Reports complied as is the subject of ongoing SEC review. None of Parent’s Subsidiaries is subject to form in all material respects the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic statements, schedules, reports, forms or other documents with the published SEC. (c) Parent is, and since the Applicable Date has been, in compliance with (i) the applicable listing and corporate governance rules and regulations of the SEC with respect theretoNasdaq and (ii) the applicable provisions of SOX. (d) Parent and its Subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), were prepared and such controls and procedures are reasonably designed to ensure that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. (e) Parent and its Subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP applied GAAP. (f) Since the Applicable Date, (i) there have not been any changes in Parent’s internal controls over financial reporting that are reasonably likely to materially affect Parent’s and its Subsidiaries’ internal controls over financial reporting; (ii) Parent has disclosed, based on a consistent basis during the periods involved (except as may be indicated therein most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of the Parent Board any “significant deficiency” or “material weakness” in the notes thereto design or operation of Parent’s internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Parent’s and except with respect its Subsidiaries’ ability to unaudited statements as permitted by Form 10-Q record, process, summarize, and report financial information; and (iii) none of Parent, Parent’s outside auditors or the audit committee of the SEC) and fairly present (subjectParent Board has received any oral or written notification of any fraud, in the case of the unaudited interim financial statements included thereinwhether or not material, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position that involves management or other employees of Parent and who have a significant role in Parent’s internal controls over financial reporting. (g) Since the Applicable Date, neither Parent nor any of its consolidated Subsidiaries as has received or has otherwise had or obtained Knowledge of any complaint, allegation, assertion, or claim, whether written or made to a whistleblower hotline, regarding the respective dates thereof and the consolidated results accounting or auditing practices, procedures, methodologies, or methods of Parent or any of its Subsidiaries or their operations and cash flows for the respective periods then endedinternal control over financial reporting, including any complaint, allegation, assertion, or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Parent SEC Reports. (a) The Parent has timely filed or otherwise furnished all forms, certifications, reports, registration statements and its Subsidiaries have filed each report other documents (including all exhibits and definitive proxy statement (together with all other information incorporated therein, amendments thereof and supplements thereto) required to be filed or furnished by Parent or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1December 31, 2014 2022 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As . (b) Each of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) as of the date of the filing thereof, complied as to form in all material respects as to form with the requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Reports, and, to the Knowledge of the Parent, none of the Parent SEC Reports are the subject of ongoing SEC review or investigation. (bc) The audited consolidated financial statements of the Parent and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) its Subsidiaries included in the Parent SEC Reports Reports, including all notes and schedules thereto, complied as to form in all material respects respects, when filed or if amended prior to the Closing Date, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP as in effect from time to time 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 or, in the case of the unaudited statements statements, as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited interim financial statements included thereinstatements, to normal year-end adjustments and the absence of complete footnotesaudit adjustments) in all material respects the consolidated financial position of Parent as of their respective dates and the results of operations of the Parent for the periods presented therein. (d) With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q and each amendment of any such report included in the Parent SEC Reports filed since December 31, 2022, the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Parent) have made all certifications required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct as of their respective dates (except for such certifications contained in a Parent SEC Report that was subsequently amended). (e) Since December 31, 2022, there has been no change in Parent’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to Parent’s financial statements except as described in the Parent SEC Reports or except as may be required by any regulatory authority. The reserves reflected in Parent’s financials statements are in accordance with GAAP and have been calculated in a consistent manner. (f) The Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The disclosure controls and procedures of the Parent are reasonably designed to ensure that all material information required to be disclosed by the Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to management of the Parent as appropriate to allow timely decisions regarding required disclosures Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (g) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (h) Except (a) as disclosed, reflected or reserved against in the unaudited consolidated balance sheet of Parent and its consolidated Subsidiaries as of June 30, 2024 or the respective dates thereof notes thereto, (b) for liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated herein, (c) for liabilities and obligations incurred in the ordinary course of business since December 31, 2022, (d) for liabilities or obligations that have been discharged or paid in full and (e) as would not reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated results balance sheet of their operations Parent and cash flows for the respective periods then endedits Subsidiaries.

Parent SEC Reports. Parent has made available to Company (avia E▇▇▇▇) a correct and complete copy of the Parent SEC Reports. Parent has filed all reports, proxy statements, registration statements, forms and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed by Parent or any of its Subsidiaries it with the SEC pursuant to the Exchange Act with the SEC or other applicable securities statutes, regulations or rules since January October 1, 2014 2005 (as such collectively, including all exhibits and schedules thereto and documents have since the time of their filing been amended or supplementedincorporated by reference therein, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the The Parent SEC Reports (i) complied comply as to form in all material respects with the requirements of the Exchange ActAct in effect on the date of filing. The information provided by Parent in this Agreement, the Parent SEC Reports (other than the financial statements and notes and schedules thereto contained therein, as to which representations are made in subsection (b) below), and in any documents referenced or delivered pursuant hereto or thereto, does not and will not, as of their respective filing and effective dates (ii) did not or, if amended prior to the date of this Agreement, as of the respective filing and effective dates of such amendment), contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or therein or necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. misleading (b) The audited consolidated financial statements except to the extent amended, revised or superseded by a subsequently filed Parent SEC Reports that has been filed with the SEC prior to the date of this Agreement). Copies of all documents heretofore delivered or made available to Company pursuant hereto were complete and unaudited interim consolidated financial statements (includingaccurate copies of such documents. There is no fact known to Parent that materially and adversely affects the businesses, prospects, conditions, affairs, or operations of Parent or any of its properties or assets that has not been fully described in each casethis Agreement, the notesExhibits hereto, if any, thereto) included in or the Parent SEC Reports complied as to form in all material respects with 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 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) in all material respects the consolidated financial position of Parent 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 endedReports.

Parent SEC Reports. (a) Since January 1, 2012, Parent has filed or furnished (as applicable) all forms, reports, schedules, statements and its Subsidiaries documents with the SEC that have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) been required to be so filed or furnished (as applicable) by Parent it under Applicable Law at or any of its Subsidiaries pursuant prior to the Exchange Act time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC since after January 1, 2014 (as such documents have since 2012 and at or prior to the time of their filing been amended Effective Time that are not required to be so filed or supplementedfurnished, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the . (b) Each Parent SEC Reports (i) Report complied as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such Parent SEC Report was filed. (iic) 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 Parent SEC Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bd) The audited consolidated financial statements and unaudited interim consolidated financial statements Since January 1, 2012, neither Parent nor any of its Subsidiaries has received from the SEC or any other Governmental Entity (including, in each case, the notes, if any, theretoi) included in any written comments that have not been resolved with respect to any of the Parent SEC Reports complied as to form in all material respects with (including 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 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) or any registration statement filed by any of them with the SEC or (ii) any written notice that such Parent SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries there is not, as of the respective dates thereof and date of this Agreement, any investigation or review being conducted by the consolidated results SEC or any other Governmental Entity of their operations and cash flows for any Parent SEC Reports (including the respective periods then endedfinancial statements included therein). (e) No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Since January 1, 2012, neither Parent nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Parent SEC Reports. (a) Parent has filed with or otherwise furnished to the SEC, the Israeli Securities Authority and its Subsidiaries have filed each report the Tel-Aviv Stock Exchange, all material forms, reports, schedules, statements and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed or furnished by Parent or any of its Subsidiaries pursuant to it under the Securities Act, the Exchange Act with or the SEC Israeli Securities Law since January 1December 31, 2014 2005 (such documents, as such documents have supplemented or amended since the time of their filing been amended or supplementedfiling, and together with all information incorporated by reference therein, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (or, if amended, as of the date of such amendment) (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange ActAct and the Israeli Securities Law, and the rules and regulations promulgated thereunder applicable to such Parent SEC Reports, and (ii) did 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 circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and included in the Parent’s annual report on Form 20-F for the year ended December 31, 2007, the unaudited interim consolidated financial statements (includingfor the year ended December 31, in each case, 2008 filed by Parent on Form 6-K and the notes, if any, thereto) other financial statements included in the Parent SEC Reports complied as to form fairly present, in all material respects with the published rules and regulations of the SEC with respect theretorespects, were prepared in accordance with 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) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then endedset forth therein, and 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, in the case of financial statements for quarterly periods, to normal year-end adjustments not material in amount). (c) There is no material liabilities or obligations of Parent or any of its Subsidiaries (whether accrued, contingent, absolute, determined or determinable) that would, in accordance with GAAP be required to be disclosed on a balance sheet other than: (i) liabilities or obligations disclosed or provided for in the audited consolidated balance sheet of the Company as of December 31, 2008 or disclosed in the notes thereto (the “Parent Current Balance Sheet”); (ii) liabilities or obligations incurred after December 31, 2008 in the ordinary course of Parent’s business that are not individually or in the aggregate material to Parent and its Subsidiaries, taken as a whole; (iii) liabilities incurred in connection with the transactions contemplated by this Agreement; (iv) liabilities under any agreement, lease, note, mortgage, indenture or other obligation of Parent or any of its Subsidiaries; and (v) other liabilities or obligations which would not, either individually or in the aggregate, have a Parent Material Adverse Effect.

Parent SEC Reports. (a) Parent has filed all forms, reports and its Subsidiaries documents with the SEC that have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) been required to be filed by Parent it under applicable Law or any of its Subsidiaries pursuant Order prior to the Exchange Act date hereof, and Parent will file prior to the Effective Time all forms, reports and documents with the SEC since January 1that are required to be filed by it under applicable Law or Order prior to such time (all such forms, 2014 (as such documents have since the time of their filing been amended or supplementedreports and documents, together with all exhibits and schedules thereto, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Each Parent SEC Reports (i) complied 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 Exchange Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, each as in effect on the date such Parent SEC Report was, or will be, filed. True and correct copies of all Parent SEC Reports filed prior to the date hereof have been furnished to the Company or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (ii▇▇▇▇▇) database of the SEC. Parent has resolved with the staff of the SEC any comments it may have received prior to the date of this Agreement in comment letters to Parent from the staff 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 Parent SEC Report did not and will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent is in each case, the notes, if any, thereto) included in the Parent SEC Reports complied as to form compliance in all material respects with the published applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC with respect theretopromulgated thereunder, were prepared in accordance with GAAP applied on a consistent basis during including the periods involved (except as may be indicated provisions therein relating to recent acquisitions. No executive officer of Parent has failed to make the certifications required of him or in her under Section 302 or 906 of the notes thereto and except ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to unaudited statements as permitted by Form 10-Q any Parent SEC Report. All such certifications are accurate and complete and neither Parent 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. As used in this Section 4.5, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC) 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) in all material respects the consolidated financial position of Parent 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.

Parent SEC Reports. (a) Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 2011 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did 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 circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects with 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 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) in all material respects the consolidated financial position of Parent 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.

Parent SEC Reports. (a) Parent has timely filed or furnished all required material reports, forms, schedules, registration statements, and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act other documents with the SEC since January 1, 2014 that it has been required to file or furnish by applicable Laws during the Lookback Period (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As of their respective datesdates of filing with the SEC (or, after giving effect to any amendments if amended or supplements thereto filed superseded by a subsequent filing prior to the Agreement Date, as of the date hereofof such subsequent filing), the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Parent Reports, and none of the Parent Reports when filed with the SEC, or if amended prior to the Agreement Date, as of the date of such amendment, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) of Parent included in the Parent Reports (including the related notes, where applicable) complied, as of their respective dates of filing with the SEC Reports complied (or, if amended or superseded by a subsequent filing prior to the Agreement Date, as to form of the date of such subsequent filing), in all material respects respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, were in the case of unaudited statements, as permitted by the rules of the SEC), have been prepared in accordance with 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) disclosed therein), and fairly present (subjectpresent, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the respective periods then endedshown. (c) Since the filing of Parent’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Parent Material Adverse Effect.

Parent SEC Reports. (a) Parent has made available to the Company a correct and its Subsidiaries have filed complete copy of each report report, registration statement and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”), which are all the forms, reports and documents required to be filed by Parent with the SEC prior to the date of this Agreement and which were filed on a timely basis. As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, dates the Parent SEC Reports Reports: (i) were prepared in accordance and complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) 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 circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated Each set of financial statements (including, in each case, the notes, if any, any related notes thereto) included contained in the Parent SEC Reports (the “Parent Financial Statements”), including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were was or will be prepared in accordance with GAAP applied on a consistent basis during throughout 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 (subjector, in the case of the unaudited interim financial statements included thereinstatements, to normal year-end adjustments and the absence of complete do not contain footnotes) and each fairly presents or will fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their its operations and cash flows for the respective periods then endedindicated, except that the unaudited interim financial statements were, are or will be subject to normal adjustments as would not individually or in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (c) Parent is in compliance in all material respects with the applicable listing and corporate governance rules of the NYSE Alternext U.S. LLC (“NYSEAlternextUS”); provided that Parent makes no representation or warranty as to whether the shares of Parent Common Stock to be issued in the Merger will be approved for listing on NYSEAlternextUS after giving effect to the transactions contemplated by this Agreement.

Parent SEC Reports. Buyer and Parent, jointly and severally, hereby represent and warrant to Seller as follows: Except as otherwise set forth in Schedule 4.6 hereof, Parent has filed all required forms, reports, schedules, statements and other documents (aincluding exhibits and other information incorporated therein) Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1June 9, 2014 2004 through the date hereof (as such documents have since the time of their filing been amended or supplementedcollectively, the “Parent Electro Energy SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to or, if amended, as of the date hereofof the last such amendment, the Parent each Electro Energy SEC Reports Report, (ia) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder applicable to such Electro Energy SEC Reports and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The audited . Each of the consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) balance sheets included in or incorporated by reference into the Parent Electro Energy SEC Reports complied as to form in all material respects with (including the published rules related notes and regulations of the SEC with respect thereto, were prepared in accordance with 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 SECschedules) 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) presents in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof its date, and each of the consolidated statements of operations, stockholders’ equity and cash flows included in or incorporated by reference into the Electro Energy SEC Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of their operations and cash flows flows, as the case may be, of Parent and its Subsidiaries for the respective periods then endedset forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. There is no investigation by the SEC threatened or pending, or, to the knowledge of the Buyer, contemplated with respect to any Electro Energy SEC Reports, including, without limitation, revenue recognition thereunder or any of Parent’s officers, directors or principal stockholders.

Parent SEC Reports. (a) Parent has timely filed all required registration statements (including the registration statement on Form S-1 (File No. 333-145759)), reports, schedules, forms, statements and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1, 2014 2008 (collectively, as such documents they have been amended since the time of their filing been amended or supplementedand including all exhibits thereto, the “Parent SEC Reports”). As None of the Parent SEC Reports, as of their respective dates, after giving effect to any amendments dates (or supplements thereto filed if amended or superseded by a filing prior to the date hereofof this Agreement or the Closing Date, then on the Parent SEC Reports (i) complied as to form in all material respects with the requirements date of the Exchange Actsuch filing), and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. misleading (b) provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or any other information furnished by the Company for inclusion in the Proxy Statement, Proxy Supplement or any other Parent SEC Report). The audited consolidated financial statements and unaudited interim consolidated financial statements statements, if any, (including, in each case, the notesnotes and schedules, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects with 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 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) in all material respects the consolidated financial position of Parent 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. (b) The information in the Proxy Statement or any amendment or supplement thereto (other than information relating to the Company supplied by the Company for inclusion in the Proxy Statement or any amendment or supplement thereto) will not, as of the date of its distribution to the Parent Stockholders or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading.

Parent SEC Reports. Parent has timely filed with or furnished to the SEC all reports, schedules, forms, statements, and other documents (a) Parent including exhibits and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements theretoother information incorporated therein) required to be filed or furnished by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC it since January 1, 2014 2017 (as all such documents have since the time of their filing been amended or supplementeddocuments, collectively, the “Parent SEC ReportsDocuments”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the The Parent SEC Reports Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (i) complied as to form in all material respects with the requirements of “Parent Financial Statements”), at the Exchange Act, and time filed or furnished (iia) did 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, therein (in the light of the circumstances under which they were made, ) not misleading. , (b) The audited consolidated financial statements complied in all material respects with the applicable requirements of the Exchange Act and unaudited interim consolidated financial statements the Securities Act, as applicable, (including, in each case, the notes, if any, theretoc) included in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (d) in the case of the Parent Financial Statements, were prepared in accordance with 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 or the omission of notes to the extent permitted by Regulation S-K promulgated under the Securities Act or, in the case of unaudited statements statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements included thereinstatements, to normal year-end adjustments which are not material in the aggregate, and (e) in the absence case of complete footnotes) the Parent Financial Statements, fairly present in all material respects the consolidated financial position condition, results of operations, and cash flows of Parent 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 endedindicated therein, except any unaudited Parent Financial Statements are subject to normal year-end adjustments which are not material in the aggregate.

Parent SEC Reports. Parent has made available to Key (ai) Parent Parent's Annual Reports on Form 10-KSB, including all exhibits filed thereto and its Subsidiaries have filed each report items incorporated therein by reference, (ii) Parent's Quarterly Reports on Form 10-QSB, including all exhibits thereto and definitive items incorporated therein by reference, (iii) proxy statement statements relating to Parent's meetings of stockholders and (together with iv) all amendments thereof and supplements thereto) required other reports or registration statements (as amended or supplemented prior to be the date hereof), filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC Securities and Exchange Commission ("SEC") since January 1, 2014 1996, including all exhibits thereto and items incorporated therein by reference (items (i) through (iv) being referred to as such documents have since the time of their filing been amended or supplemented, the “"Parent SEC Reports”"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did 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 circumstances under which they were made, not misleading. . Since January 1, 1997, Parent has filed, on or before the respective due date therefor as such may have been extended by the SEC, all material forms (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (includingnecessary amendments), in reports and documents with the SEC required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, each case, the notes, if any, thereto) included in the Parent SEC Reports of which complied as to form form, at the time such form, report or document was filed, in all material respects with the published applicable requirements of the Securities Act and the Exchange Act and the applicable 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 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) in all material respects the consolidated financial position of Parent 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 endedthereunder.

Parent SEC Reports. (ai) Parent has filed all required material forms, reports, schedules, statements and its Subsidiaries have filed each report other documents (including exhibits and definitive proxy statement (together with all amendments thereof and supplements theretoother information incorporated therein) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1December 31, 2014 2001 (as such documents have since the time of their filing been amended or supplementedcollectively, the “Parent "PARENT SEC Reports”REPORTS"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to or, if amended, as of the date hereofof the last such amendment, the each Parent SEC Reports Report, (ia) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act, and the rules and regulations thereunder applicable to such Parent SEC Reports and (iib) did not, and in the case of such forms, reports, schedules, statements and other documents filed after the date hereof will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The audited . Each of the consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in or incorporated by reference into the Parent SEC Reports complied as to form (including the related notes and schedules) were, and in all material respects the case of such consolidated financial statements filed after the date hereof will be, prepared materially in accordance with the published rules and regulations of the SEC with respect theretoSEC, were prepared in accordance with 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 presents (subject, in the case of the unaudited interim financial statements included therein, as to normal year-end adjustments and the absence of complete footnotessuch previously filed items) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof its date, and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents (as to such previously filed items) in all material respects the financial position, results of their operations and cash flows flows, as the case may be, of Parent and its Subsidiaries for the respective periods then endedset forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein (and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes). (ii) As of the Closing Date, (x) there is no investigation by the SEC pending or threatened with respect to any Parent SEC Report, (y) none of the Parent SEC Reports are the subject of open, unresolved comments from the SEC, and (z) to the knowledge of Parent, there is no material unresolved violation of the Securities Exchange Act or the published rules and regulations of the SEC asserted by the SEC with respect to the Parent SEC Reports.

Parent SEC Reports. (a) The Parent has filed with the SEC all forms, reports and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) documents required to be filed by the Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 (as such documents have since the time of their filing been amended or supplementedcollectively, the ““ Parent SEC Reports”). As To the Knowledge of the Parent and the Purchaser, as of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange ActSecurities Act and the applicable rules and regulations promulgated thereunder. As of the time of filing with the SEC, to the Knowledge of the Parent and (ii) did not contain the Purchaser, none of the Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, of the notes, if any, thereto) Parent included in the most recent Form 10-K filed by the Parent SEC Reports complied and publicly available prior to the date of this Agreement comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in and, to the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q Knowledge of the SEC) Parent and the Purchaser, 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) in all material respects the consolidated financial position of the Parent and its consolidated Subsidiaries subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then endedended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments). (c) Except (i) as set forth in the financial statements included in the most recent Form 10-K filed by the Parent and publicly available prior to the date of this Agreement and (ii) as incurred in the ordinary course of business, to the knowledge of the Parent and the Purchaser, neither the Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the aggregate have had or would reasonably be expected to have a Material Adverse Effect.

Parent SEC Reports. (a) Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 2005 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As Each of their respective dates, after giving effect to any amendments the Parent SEC Reports filed on or supplements thereto filed prior to the date hereof, at the time of its filing (except as and to the extent such Parent SEC Report has been modified or superseded in any subsequent Parent SEC Report filed and publicly available prior to the date hereof), and each of the Parent SEC Reports filed after the date hereof, (i) complied or will comply as to form in all material respects with the requirements of the Exchange Act, Act and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Parent SEC Reports filed on or prior to the date hereof included, and if filed after the date hereof, will include, all certificates required to be included therein pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the internal control report and attestation of Parent’s outside auditors required by Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notesnotes and schedules, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects with 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 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) in all material respects the consolidated financial position of Parent 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. (c) As of March 12, 2007, Parent and its Subsidiaries had cash and cash equivalents of $1,668,343, and indebtedness for borrowed money (including accrued interest thereon) outstanding of $7,023,202.

Parent SEC Reports. (a) Parent has filed with the SEC true and its Subsidiaries have filed each report complete copies of all reports, schedules, forms and definitive proxy statement (together with all amendments thereof and supplements thereto) statements required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1July 22, 2014 2021 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC ReportsFilings”). As , each of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (i) which has complied as to form in all material respects with the requirements Exchange Act and the rules and regulations promulgated thereunder, as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed or furnished to the SEC by Parent and in either case, publicly available as of the Exchange Actdate hereof. None of the SEC Filings (including, and (iiany financial statements or schedules included or incorporated by reference therein) did not contain contained when filed 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 circumstances under which they were made, not misleading, except to the extent updated, amended, restated or corrected by a subsequent SEC Filing. (b) The audited consolidated Except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed on or prior to the date hereof, all of Parent’s financial statements and unaudited interim consolidated financial statements (includingincluded in the SEC Filings, in each case, the notesincluding any related notes thereto, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects filed with the published rules and regulations of SEC (those filed with the SEC with respect theretoare collectively referred to as the “Parent Financial Statements”), were have been prepared in accordance with GAAP IFRS applied on a consistent basis during through the periods involved involved. The consolidated statements of financial position included in such Parent Financial Statements (except if applicable, as may be indicated therein updated, amended, restated or corrected in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECa subsequent SEC Filing) and fairly present (subjectpresent, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of subsidiaries at the respective dates thereof thereof, and the consolidated results statements of their operations comprehensive (loss) and income, changes in equity and cash flows (in each case, including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated statements of operations, stockholders' equity and cash flows of Parent and its consolidated subsidiaries for the respective periods then endedindicated.

Parent SEC Reports. (a) Parent has timely filed all required registration statements (including the registration statement on Form S-1 (File No. 333-145759)), reports, schedules, forms, statements and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1, 2014 2008 (collectively, as such documents they have been amended since the time of their filing been amended or supplementedand including all exhibits thereto, the “Parent SEC Reports”). As None of the Parent SEC Reports, as of their respective dates, after giving effect to any amendments dates (or supplements thereto filed if amended or superseded by a filing prior to the date hereofof this Agreement or the Closing Date, then on the Parent SEC Reports (i) complied as to form in all material respects with the requirements date of the Exchange Actsuch filing), and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The audited consolidated financial statements and unaudited interim consolidated financial statements statements, if any, (including, in each case, the notesnotes and schedules, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects with 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 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 32 complete footnotes) in all material respects the consolidated financial position of Parent 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. (b) The information in the Proxy Statement (other than information relating to the Company supplied by the Company for inclusion in the Proxy Statement) will not, as of the date of its distribution to the Parent Stockholders (or any amendment or supplement thereto) or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading.

Parent SEC Reports. Buyer and Parent, jointly and severally, hereby represent and warrant to Seller as follows: Except as otherwise set forth in Schedule 4.6 hereof, Parent has filed all required forms, reports, schedules, statements and other documents (aincluding exhibits and other information incorporated therein) Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1June 9, 2014 2004 through the date hereof (as such documents have since the time of their filing been amended or supplementedcollectively, the “Parent "Electro Energy SEC Reports”"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to or, if amended, as of the date hereofof the last such amendment, the Parent each Electro Energy SEC Reports Report, (ia) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder applicable to such Electro Energy SEC Reports and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The audited . Each of the consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) balance sheets included in or incorporated by reference into the Parent Electro Energy SEC Reports complied as to form in all material respects with (including the published rules related notes and regulations of the SEC with respect thereto, were prepared in accordance with 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 SECschedules) 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) presents in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof its date, and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Electro Energy SEC Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of their operations and cash flows flows, as the case may be, of Parent and its Subsidiaries for the respective periods then endedset forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. There is no investigation by the SEC threatened or pending, or, to the knowledge of the Buyer, contemplated with respect to any Electro Energy SEC Reports, including, without limitation, revenue recognition thereunder or any of Parent's officers, directors or principal stockholders.

Parent SEC Reports. (a) Since January 1, 2012, Parent has filed or furnished (as applicable) all forms, reports, schedules, statements and its Subsidiaries documents with the SEC that have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) been required to be so filed or furnished (as applicable) by Parent it under Applicable Law at or any of its Subsidiaries pursuant prior to the Exchange Act time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC since after January 1, 2014 (as such documents have since 2012 and at or prior to the time of their filing been amended Effective Time that are not required to be so filed or supplementedfurnished, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the . (b) Each Parent SEC Reports (i) Report complied as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such Parent SEC Report was filed. (iic) 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 Parent SEC Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bd) The audited consolidated financial statements and unaudited interim consolidated financial statements Since January 1, 2012, neither Parent nor any of its Subsidiaries has received from the SEC or any other Governmental Entity (including, in each case, the notes, if any, theretoi) included in any written comments that have not been resolved with respect to any of the Parent SEC Reports complied as to form in all material respects with (including 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 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) or any registration statement filed by any of them with the SEC or (ii) any written notice that such Parent SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, to normal year-end adjustments and the absence of complete footnotes) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries there is not, as of the respective dates thereof and date of this Agreement, any investigation or review being conducted by the consolidated results SEC or any other Governmental Entity of their operations and cash flows for any Parent SEC Reports (including the respective periods then endedfinancial statements included therein). (e) No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Parent SEC Report, except as disclosed in certifications filed with the Parent SEC Reports. Since January 1, 2012, neither Parent nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

Parent SEC Reports. (ai) Parent has filed all required material forms, reports, schedules, statements and its Subsidiaries have filed each report other documents (including exhibits and definitive proxy statement (together with all amendments thereof and supplements theretoother information incorporated therein) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1December 31, 2014 2002 (as such documents have since the time of their filing been amended or supplementedcollectively, the “Parent SEC Reports”). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to or, if amended, as of the date hereofof the last such amendment, the each Parent SEC Reports Report, (ia) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act, and the rules and regulations thereunder applicable to such Parent SEC Reports and (iib) did not, and in the case of such forms, reports, schedules, statements and other documents filed after the date hereof will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The audited . Each of the consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in or incorporated by reference into the Parent SEC Reports complied as to form (including the related notes and schedules) were, and in all material respects the case of such consolidated financial statements filed after the date hereof will be, prepared materially in accordance with the published rules and regulations of the SEC with respect theretoSEC, were prepared in accordance with 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 presents (subject, in the case of the unaudited interim financial statements included therein, as to normal year-end adjustments and the absence of complete footnotessuch previously filed items) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof its date, and each of the consolidated statements of operations, stockholders’ equity and cash flows included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents (as to such previously filed items) in all material respects the financial position, results of their operations and cash flows flows, as the case may be, of Parent and its Subsidiaries for the respective periods then endedset forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein (and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes). (ii) As of the Closing Date, (x) there is no investigation by the SEC pending or threatened with respect to any Parent SEC Report, (y) none of the Parent SEC Reports are the subject of open, unresolved comments from the SEC, and (z) to the knowledge of Parent, there is no material unresolved violation of the Securities Exchange Act or the published rules and regulations of the SEC asserted by the SEC with respect to the Parent SEC Reports.

Parent SEC Reports. (a) Parent and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 2005 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As Each of their respective dates, after giving effect to any amendments the Parent SEC Reports filed on or supplements thereto filed prior to the date hereof, at the time of its filing (except as and to the extent such Parent SEC Report has been modified or superseded in any subsequent Parent SEC Report filed and publicly available prior to the date hereof), and each of the Parent SEC Reports filed after the date hereof, (i) complied or will comply as to form in all material respects with the requirements of the Exchange Act, Act and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Parent SEC Reports filed on or prior to the date hereof included, and if filed after the date hereof, will include, all certificates required to be included therein pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the internal control report and attestation of Parent’s outside auditors required by Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notesnotes and schedules, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects with 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 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) in all material respects the consolidated financial position of Parent 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. (c) As of March 12, 2007, Parent and its Subsidiaries had cash and cash equivalents of $1,668,343, and indebtedness for borrowed money (including accrued interest thereon) outstanding of $7,023,202.

Parent SEC Reports. (a) The Parent has filed all reports, schedules, forms, statements and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed by Parent or any of its Subsidiaries it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the Exchange Act with foregoing materials, including the SEC since January 1exhibits thereto and documents incorporated by reference therein, 2014 (being collectively referred to herein as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As ) on a timely basis or has received a valid extension of their respective dates, after giving effect to such time of filing and has filed any amendments or supplements thereto filed such Parent SEC Reports prior to the date hereof, the expiration of any such extension. The Parent made publicly available Parent SEC Reports on the SEC’s E▇▇▇▇ system, and the Company may rely upon, all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act and (ii) Section 906 of the Sarbanes Oxley Act of 2002 with respect to any documents filed with the SEC. The Parent is in compliance in all material respects with all of the provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it. The Parent SEC Reports complied as to form in all material respects with the requirements of the Exchange ActAct and the rules and regulations thereunder when filed. As of the date hereof, and (ii) there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Parent SEC Reports. As of their respective dates, the Parent SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including. None of the subsidiaries of Parent is required to file or furnish any forms, in each case, the notes, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects reports or other documents with the published rules and regulations SEC. No order suspending the effectiveness of any registration statement of Parent under the Securities Act or the Exchange Act has been issued by the SEC with respect theretoand, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein to Parent’s knowledge, no proceedings for that purpose have been initiated or in the notes thereto and except with respect to unaudited statements as permitted threatened 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) in all material respects the consolidated financial position of Parent 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.

Parent SEC Reports. (a) Parent has timely filed or furnished all required reports, forms, schedules, registration statements, and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act other documents with the SEC that it has been required to file or furnish by applicable Laws since January 1, 2014 2019 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”). As of their respective datesdates of filing with the SEC (or, after giving effect to any amendments if amended or supplements thereto filed superseded by a subsequent filing prior to the Agreement Date, as of the date hereofof such subsequent filing), the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Securities Act, the Exchange Act and (ii) did not contain the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations of the SEC thereunder applicable to such Parent Reports, and none of the Parent Reports when filed with the SEC, or if amended prior to the Agreement Date, as of the date of such amendment, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Seller correct and complete copies of all material correspondence with the SEC since January 1, 2019. As of the date hereof, none of the Parent Reports is subject to any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) None of the Parent’s Subsidiaries is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (c) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) of Parent included in the Parent Reports (including the related notes, where applicable) complied, as of their respective dates of filing with the SEC Reports complied (or, if amended or superseded by a subsequent filing prior to the Agreement Date, as to form of the date of such subsequent filing), in all material respects respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, were in the case of unaudited statements, as permitted by the rules of the SEC), have been prepared in accordance with 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) disclosed therein), and fairly present (subjectpresent, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the respective periods then endedshown. (d) Since the filing of Parent’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, except as otherwise disclosed in a subsequent current or periodic report filed or furnished with the SEC, there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Parent Material Adverse Effect.

Parent SEC Reports. (a) Parent and has delivered or made available to the Company Group for its Subsidiaries have filed inspection each report and definitive registration statement, report, proxy statement or information statement prepared by it since December 31, 1998, including (together with all i) its Annual Report on Form 10-K for the year ended December 31, 1998, (ii) its Quarterly Report on Form 10-Q for the quarter ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) its Current Reports on Form 8-K, and (iv) its Proxy Statements for its Annual Meetings of Stockholders, each in the form (including exhibits and amendments thereof and supplements thereto) required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 Securities and Exchange Commission (as such documents have since the time of their filing been amended or supplemented"SEC") (collectively, the “"Parent SEC Reports”"). As of their respective dates, after giving effect to any amendments or supplements thereto filed prior to the date hereof, the Parent SEC Reports (ix) complied as to form were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder and (iiy) did 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 circumstances under which they were made, not misleading. (b) The audited . Each of the consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) balance sheets of Parent included in or incorporated by reference into the Parent SEC Reports complied as to form in all material respects with (including the published rules related notes and regulations of the SEC with respect thereto, were prepared in accordance with 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 SECschedules) 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) in all material respects presents the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof its date and each of the consolidated results statements of their operations income, retained earnings and cash flows of Parent included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent for the respective periods then ended.set forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. There have been no material adverse changes in the condition of Parent since the date of its most recent Quarterly Report on Form 10-Q.

Parent SEC Reports. (a) Parent has filed or furnished all forms, reports and its Subsidiaries documents with the Securities and Exchange Commission (the “SEC”) that have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) been required to be filed or furnished by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC it under applicable Laws since January 1, 2014 2008 (as all such documents have since the time of their filing been amended or supplementedforms, reports and documents, the “Parent SEC Reports”). As Each SEC Report (or, if amended or superseded by a filing prior to the date of their respective datesthis Agreement, after giving on the date of such amended or superseding filing) complied as of its filing date, in all material respects to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, each as in effect to any amendments or supplements thereto on the date such SEC Report was filed. True and correct copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been furnished to the Company 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 superseding filing), each SEC Report did not, and in the case of such SEC Report filed by Parent SEC Reports (i) complied as to form in all material respects with the requirements SEC after the date of this Agreement and prior to the Effective Time, will not as of the Exchange Acttime they are filed, and (ii) did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Subsidiaries of Parent is required to file any forms, reports, schedules, statements or other documents with the SEC. (b) The audited consolidated financial statements and unaudited interim Each of the consolidated financial statements (including, in each case, the notes, if any, theretoany related notes and schedules) included contained in the Parent SEC Reports, including any SEC Reports filed after the date of this Agreement and prior to the Effective Time, complied or will comply, as to form of their respective dates, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were was or will be prepared in accordance with 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 thereto) applied on a consistent basis throughout the SEC) periods involved and fairly presented in all material respects or will 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) in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their its operations and cash flows for the respective periods then endedindicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (c) The chief executive officer and chief financial officer of Parent have made all certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the statements contained in any such certifications are complete and correct, and Parent is otherwise in material compliance with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and corporate governance rules of the Nasdaq.

Parent SEC Reports. (a) Parent has timely filed all reports, schedules, forms, statements and its Subsidiaries have filed each report and definitive proxy statement (together other documents with all amendments thereof and supplements thereto) the SEC required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act with the SEC since January 1, 2014 2015 (as such collectively and together with all documents have since filed or furnished on a voluntary basis with the time of their filing been amended or supplementedSEC and all documents filed with the SEC after the date hereof, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Reports”; provided, that Parent SEC Reports shall not include any registration statement which was not declared effective by the SEC or that did not become effective automatically upon filing (including any prospectus forming a part thereof)). As of their respective datesdates of filing, after giving effect or, if amended or superseded by a filing prior to any amendments the date of this Agreement, on the date of such amended or supplements thereto filed superseded filing, or, in the case of a registration statement under the Securities Act, as of the date such registration statement is declared effective by the SEC, or, if amended, as of the date of the last amendment prior to the date hereof, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Exchange Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. None of the Parent SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted (iior, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . Since January 1, 2015, no executive officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Parent SEC Report (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, except as disclosed in each case, the notes, if any, thereto) included in certifications filed with the Parent SEC Reports complied as to Reports). Since January 1, 2015 through the date hereof, neither Parent nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Parent is in compliance in all material respects with the published rules all listing and regulations governance requirements of the SEC with respect thereto, were prepared in accordance with 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 NASDAQ. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received by Parent from the SEC or its staff. There has been no material correspondence between the SEC and Parent since January 1, 2015 through the date hereof that is not available on the SEC) ’s Electronic Data Gathering 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) in all material respects the consolidated financial position of Parent 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 endedRetrieval database.

Parent SEC Reports. (a) Parent has timely filed all required registration statements (including the registration statement on Form S-1 (File No. 333-145759)), reports, schedules, forms, statements and its Subsidiaries have filed each report and definitive proxy statement (together with all amendments thereof and supplements thereto) other documents required to be filed by Parent or any of its Subsidiaries pursuant to the Exchange Act it with the SEC since January 1, 2014 2008 (collectively, as such documents they have been amended since the time of their filing been amended or supplementedand including all exhibits thereto, the “Parent SEC Reports”). As None of the Parent SEC Reports, as of their respective dates, after giving effect to any amendments dates (or supplements thereto filed if amended or superseded by a filing prior to the date hereofof this Agreement or the Closing Date, then on the Parent SEC Reports (i) complied as to form in all material respects with the requirements date of the Exchange Actsuch filing), and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) . The audited consolidated financial statements and unaudited interim consolidated financial statements statements, if any, (including, in each case, the notesnotes and schedules, if any, thereto) included in the Parent SEC Reports complied as to form in all material respects with 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 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) in all material respects the consolidated financial position of Parent 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. (b) The information in the Proxy Statement (other than information relating to the Company supplied by the Company for inclusion in the Proxy Statement) will not, as of the date of its distribution to the Parent Stockholders (or any amendment or supplement thereto) or at the time of the Parent Stockholders’ Meeting, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading.