Common use of SEC Documents; Financial Statements Clause in Contracts

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered or has made available to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(e) of this Agreement or in the disclosure schedules to this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, not misleading. Neither without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to 24 months preceding the date hereof and all (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter collectively referred to herein as the "“SEC Documents"). The Company ”) on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsExchange Act, and none as applicable. None of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved (“GAAP”), except (I) as may be otherwise indicated specified in such financial statements or the notes theretothereto and except that unaudited financial statements may not contain all footnotes required by GAAP, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included Except as set forth in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor has received no notices or correspondence from the SEC for the one year preceding the date hereof. The SEC has not commenced any enforcement proceedings against the Company or any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateSubsidiaries.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered or has made available to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(e) of this Agreement or in the disclosure schedules to this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, not misleading. Neither without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered or has made available to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred in the disclosure schedules to in Section 4(D) of this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, not misleading. Neither without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither To the Company’s Knowledge, neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any the Closing Date shall be publicly disclosed by the Company prior to such the Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements Section 15(d) of the 1934 Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to within two years preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, and all registration statements filed by the Company under the Securities Act, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered made available to the Investor or its representatives, or they have had access through XXXXX tothe SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by adjustments which will not be material, either individually or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateaggregate).

SEC Documents; Financial Statements. As of Except as disclosed in Schedule 3(j), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof hereof, and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (“GAAP”) (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D2(d) of this Agreement or in the disclosure schedules to this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D2(e) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements under of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act”) and has filed a registration statement on Form SB-2 on April 22, 2005, as amended on June 27, 2005, July 21, 2005, August 17, 2005, August 31, 2005 and on September 2, 2005, as well as a 424(b)(3) prospectus on September 20, 2005 (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyer or its their representatives, or they have had access made available through XXXXX tothe SEC Website, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included disclosed in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements Financial Statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance circumstances under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on behalf the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company to the Investor which in its financial statements or otherwise. The Company is not included in currently contemplating to amend or restate any of the SEC Documents, financial statements (including, without limitation, information referred any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to in Section 4(D) amend or restate any of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements thereinFinancial Statements, in the light each case, in order for any of the circumstance under which Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they are or were made, not misleading. Neither recommend that the Company nor amend or restate any of its Subsidiaries the Financial Statements or that there is any need for the Company to amend or restate any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateFinancial Statements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered or has made available to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(e) of this Agreement or in the disclosure schedules to this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, not misleading. Neither without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered or has made available to the Investor Buyer or its representativesrepresentatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other written information provided by or on behalf of the Company to the Investor Buyer which is not included in the SEC Documents, Documents (including, without limitation, information referred in the disclosure schedules to in Section 4(D) of this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, not misleading. Neither without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to twelve months preceding the date hereof and all (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter collectively referred to herein as the "“SEC Documents"). The Company ”) on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing datesdates and to the Company’s knowledge, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsExchange Act, and none as applicable. None of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved (“GAAP”), except (I) as may be otherwise indicated specified in such financial statements or the notes theretothereto and except that unaudited financial statements may not contain all footnotes required by GAAP, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included Except as set forth in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries has received no notices or any of their officers, directors, employees or agents have provided correspondence from the Investor with any material, nonpublic information which was not publicly disclosed prior to SEC for the one year preceding the date hereof and hereof. To the Company’s knowledge, the SEC has not commenced any material, nonpublic information provided to enforcement proceedings against the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany.

SEC Documents; Financial Statements. As Each report delivered to the Purchaser is a true and complete copy of the date hereof, such document as filed by the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act Securities and Exchange Commission (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC DocumentsSEC"). The Company has delivered filed in a timely manner all documents that the Company was required to file with the Investor or its representativesSEC, or they have had access through XXXXX tosuch documents, true and complete copies together with the exhibits thereto (the "SEC DOCUMENTS"), under the Securities Exchange Act of 1934, as amended (the SEC Documents"EXCHANGE ACT") during the twelve calendar months preceding the date hereof. As of their respective filing dates, the all SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations Exchange Act. None of the SEC promulgated thereunder applicable to the SEC Documents, and none Documents as of the SEC Documents, at the time they were filed with the SEC, their respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied as to form (the "FINANCIAL STATEMENTS") comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements The Financial Statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") principles consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) applied and fairly present in all material respects the consolidated financial position of the Company as of and its subsidiaries, if any, at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsnormal, recurring adjustments or to the extent that such unaudited statements do not include footnotes). No other written information provided by or on behalf The Company has complied with all requirements under applicable securities laws to enable the Purchaser to use Rule 144 under the Securities Act for sales of the Company Common Stock, subject only to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateapplicable holding period therefor.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered or has made available to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred in the disclosure schedules to in Section 4(D) of this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, not misleading. Neither without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of Except as disclosed on Schedule 3(k), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”); reports filed in compliance with the time periods specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose. The When requested, the Company has delivered or has made available to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(e) of this Agreement or in the disclosure schedules to this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, not misleading. Neither without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, without limitation, all filings required pursuant to Sections 13(a) and 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to two years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated (or such shorter period as the Company was required by reference therein law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement, the "). The Company Disclosure Materials") on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As All material agreements to which the Company is a party or to which the property or assets of their respective dates, the Company are subject have been filed as exhibits to the SEC Documents as required under the Exchange Act. The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved ("GAAP"), except (I) as may be otherwise indicated specified in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included Since June 30, 2000, except as specifically disclosed in the SEC Documents, including(a) there has been no event, without limitationoccurrence or development that has or that could result in a Material Adverse Effect, information referred to in Section 4(D(b) of this Agreement, contains the Company has not incurred any untrue statement of a material fact liabilities (contingent or omits to state any material fact necessary to make the statements therein, otherwise) other than (x) liabilities incurred in the light ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the circumstance under which they are Company's financial statements pursuant to GAAP or were maderequired to be disclosed in filings made with the Commission, not misleading. Neither (c) the Company nor any has not altered its method of accounting or the identity of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof auditors and any material, nonpublic information provided to the Investor by (d) the Company has not declared or made any payment or distribution of cash or other property to its Subsidiaries stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateits capital stock.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements Section 15(d) of the 1934 Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to within two years preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, and all registration statements filed by the Company under the Securities Act, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered made available to the Investor or its representatives, or they have had access through XXXXX tothe SEC’s website at hxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As The Issuer represents and warrants that as of the date hereof, the Company Issuer Common Stock is registered pursuant to Section 12(b) of the Exchange Act. Since January 1, 2013, the Issuer has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Commission pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to At the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As times of their respective filing datesfiling, all such reports, schedules, forms, statements and other documents of the SEC Documents Issuer complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to thereunder. At the SEC Documentstimes of their respective filings, such reports, schedules, forms, statements and none other documents of the SEC Documents, at the time they were filed with the SEC, contained Issuer did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, the Issuer meets the “Registrant Requirements” for eligibility to use Form S-3 set forth in General Instruction I.A to Form S-3. As of their respective dates, the financial statements of the Company Issuer included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (IIii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company Issuer as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to the reporting requirements of the 1934 Act file such material) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to as the "“SEC Documents")”) on timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company has delivered to the Investor Buyers or its their representatives, or they have had access made available through XXXXX tothe SEC’s website at xxxx://xxx.xxx.xxx., true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D2(i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, made and not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of Except as disclosed on Schedule 3(k), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”); reports filed in compliance with the time periods specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose. The When requested, the Company has delivered or has made available to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(e) of this Agreement or in the disclosure schedules to this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, not misleading. Neither without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereofClosing, the Company has shall have filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Securities and Exchange Commission (“SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor Purchaser which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through the SEC’s XXXXX website to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, and audited by a firm that is a member a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("“PCAOB"”) consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) 4.3 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the one (1) year prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representativesrepresentatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, to the Company’s knowledge, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present presented in all material respects the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which were not material, either individually or in the aggregate). The Company is not contemplating amending or restating any of the financial statements (including without limitation, any notes or any letter of any independent accountant of the Company with respect thereto) included in any of the SEC Documents (the “Financial Statements”). No other written information provided by facts or on behalf of circumstances currently exist that would require the Company to amend or restate any of the Investor which is not included Financial Statements in order for each of the SEC Documents, Financial Statements to have been in compliance with generally accepted accounting principles and applicable law (including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light rules and regulations of the circumstance under which they are or were made, SEC) as of their respective dates. The Company has not misleading. Neither been informed by its registered independent public company accounting firm that it recommends that the Company nor amend or restate any of its Subsidiaries the Financial Statements or that there is any need for the Company to amend or restate any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateFinancial Statements.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to twelve months preceding the date hereof and all (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter collectively referred to herein as the "“SEC Documents"). The Company ”) on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing datesdates and to the Company’s knowledge, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsExchange Act, and none as applicable. None of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved (“GAAP”), except (I) as may be otherwise indicated specified in such financial statements or the notes theretothereto and except that unaudited financial statements may not contain all footnotes required by GAAP, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). No other written information provided by Except as publicly available through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (XXXXX) or on behalf of in connection with a confidential treatment request submitted to the SEC, the Company to the Investor which is not included in has received no notices or correspondence from the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make for the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to one year preceding the date hereof and any material, nonpublic information provided other than SEC comment letters relating to the Investor by Company’s filings under the Company or its Subsidiaries or Exchange Act and the Securities Act. There are no “unresolved” SEC comments. To the Company’s knowledge, the SEC has not commenced any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by enforcement proceedings against the Company prior to such Closing DateCompany.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Securities and Exchange Act of 1934, as amended (“Exchange Act”) (all of the foregoing filed prior to since the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Holder or its representatives, or they have had access through XXXXX toXXXXX, to true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, and are not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor Holder which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement3.d. hereof, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, and are not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to under the reporting requirements of the 1934 Securities Exchange Act (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included include therein and financial statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to as the "“SEC Documents")”) on timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company has delivered to the Investor or its representatives, or they have had access made available through XXXXX tothe SEC’s website at xxxx://xxx.xxx.xxx., true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX EDGAR to, true and complete copies coxxxx of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, without limitation, all filings required pursuant to Sections 13(a) and 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to two years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated (or such shorter period as the Company was required by reference therein law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement, the "). The Company Disclosure Materials") on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As All material agreements to which the Company is a party or to which the property or assets of their respective dates, the Company are subject have been filed as exhibits to the SEC Documents as required under the Exchange Act. The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved ("GAAP"), except (I) as may be otherwise indicated specified in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). No other written information provided by or on behalf Since the date of the Company to the Investor which is not included this Agreement, except as specifically disclosed in the SEC Documents, including(a) there has been no event, without limitationoccurrence or development that has or that could result in a Material Adverse Effect, information referred to in Section 4(D(b) of this Agreement, contains the Company has not incurred any untrue statement of a material fact liabilities (contingent or omits to state any material fact necessary to make the statements therein, otherwise) other than (x) liabilities incurred in the light ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the circumstance under which they are Company's financial statements pursuant to GAAP or were maderequired to be disclosed in filings made with the Commission, not misleading. Neither (c) the Company nor any has not altered its method of accounting or the identity of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof auditors and any material, nonpublic information provided to the Investor by (d) the Company has not declared or made any payment or distribution of cash or other property to its Subsidiaries stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateits capital stock.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX the SEC’s EXXXX website to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, and audited by a firm that is a member a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX EXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofSince February 1999, the -------------------------------------- Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX toEXXXX, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through the SEC’s XXXXX website to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 2001, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934 Act (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered made available to the Investor Subscriber or its representatives, or they have had access through XXXXX to, true and complete representatives copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ia) as may be otherwise indicated in such financial statements or the notes thereto, or (IIb) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments that would not be material). No other written information provided by or on behalf of the The Company has no reason to believe its independent auditors will withhold their consent to the Investor inclusion of their audit opinion concerning the Company's financial statements which is not are to be included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateRegistration Statement.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to the reporting requirements of the 1934 Act file such material) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to as the "“SEC Documents")”) on timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company has delivered to the Investor Buyers or its their representatives, or they have had access made available through XXXXX tothe SEC’s website at xxxx://xxx.xxx.xxx., true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included disclosed in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements Financial Statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance circumstances under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As Except as otherwise set out in Section 3(g) of the date hereofDisclosure Schedule, since November 30, 2015, the Company has timely filed (within applicable extension periods) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as therein, the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board principles ("PCAOBGAAP") ), consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (II) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal normal, immaterial year-end audit adjustments). Except as set forth in the financial statements of the Company included in the Select SEC Documents (as defined below), the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not material to the financial condition or operating results of the Company. No other written information provided by or on behalf of the Company to the Investor which Purchasers that is not included in the Select SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representativestrue, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX system requested by the Buyers or their respective representatives. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(e) of this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 1995, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, Purchaser true and complete copies of the SEC Documents, except for such exhibits, schedules and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf Except as set forth in the financial statements of the Company to the Investor which is not included in the SEC Documents, includingthe Company has no liabilities, without limitationcontingent or otherwise, information referred to in Section 4(Dother than (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, liabilities incurred in the light ordinary course of business subsequent to December 31, 1995 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, Company. The Company has not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor any Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Datebut which has not been so disclosed.

SEC Documents; Financial Statements. As of During the date hereoftime the Company has been a reporting Company under the 1934 Act, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"). The Company has delivered ”) (other than as set forth on Schedule 3(k) to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC DocumentsExisting Securities Purchase Agreement). As of their respective filing dates, the SEC Documents complied as to form in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC DocumentsDocuments (excluding for this purpose the exhibits thereto), at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As The Issuer represents and warrants that as of the date hereof, the Company Issuer Common Stock is registered pursuant to Section 12(b) of the Exchange Act. Since January 1, 2014, the Issuer has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Commission pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to At the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As times of their respective filing datesfiling, all such reports, schedules, forms, statements and other documents of the SEC Documents Issuer complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to thereunder. At the SEC Documentstimes of their respective filings, such reports, schedules, forms, statements and none other documents of the SEC Documents, at the time they were filed with the SEC, contained Issuer did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, the Issuer meets the “Registrant Requirements” for eligibility to use Form S-3 set forth in General Instruction I.A to Form S-3. As of their respective dates, the financial statements of the Company Issuer included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (IIii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the consolidated financial position of the Company Issuer as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofExcept as disclosed in Schedule 3(f), since September 1, 2000, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act Act") applicable to it (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC (except as they may have been properly amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective datesdates (except as they have been properly amended), the financial statements of the Company and any consolidated Subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of Except as listed in Schedule 3(f), the Company to the Investor which is not included in has received no notices or correspondence from the SEC Documentssince September 1, including, without limitation, information referred to in Section 4(D) of this Agreement, contains 2000. The SEC has not commenced any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither enforcement proceedings against the Company nor or any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Datesubsidiaries.

SEC Documents; Financial Statements. As Except as set forth in Section 3(f) ----------------------------------- of the date hereofDisclosure Letter, since December 31, 1999 (the "Start Date"), the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and on or after the Start Date and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the applicable requirements of the 1934 Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal immaterial year-end audit adjustments). No other written information provided by or on behalf Except as set forth in the financial statements of the Company to the Investor which is not included in the SEC DocumentsDocuments and as disclosed in Section 3(f) of the Disclosure Letter, includingthe Company has no liabilities, without limitationcontingent or otherwise, information other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements, (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements and (iii) liabilities related to borrowings under lines of credit in existence on the date of such financial statements (which liabilities and obligations referred to in Section 4(Dclauses (i), (ii) of this Agreementand (iii), contains any untrue statement of a material fact individually or omits to state any material fact necessary to make the statements therein, in the light aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany).

SEC Documents; Financial Statements. As of the date hereof, the Buyer is delinquent in its SEC Filings and has not filed any SEC Reports since the Form 10 K For the period June 30, 2018. The Company has filed undertakes that it will as soon as is practically possible file all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, and amendments thereto, being hereinafter referred to as the "“SEC Documents")”) through June 30, 2020. The Company Buyer has delivered to the Investor Seller or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC or the time they were amended, if amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company Buyer included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("“PCAOB"”) consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Buyer as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company Buyer nor any of its Subsidiaries subsidiaries or any of their officers, directors, employees or agents have provided the Investor Seller with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor Seller by the Company Buyer or its Subsidiaries subsidiaries or any of their officers, directors, employees or agents prior to any the Closing Date shall be publicly disclosed by the Company Buyer prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofClosing, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor Buyers with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateinformation.

SEC Documents; Financial Statements. As of the date hereofSince August 3, 2005, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Investors or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D3(a)(vi) of this AgreementAgreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system that have been requested by each Buyer. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOBPCA0B") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of Since the date hereofCompany’s initial public offering, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered made available to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, Documents (including, without limitation, information referred to in Section 4(D2(e) of this Agreement or in the disclosure schedules to this Agreement, ) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, not misleading. Neither without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of its Subsidiaries or the Financial Statements, in each case, in order for any of their officers, directors, employees or agents have provided the Investor Financials Statements to be in compliance with any material, nonpublic information which was GAAP and the rules and regulations of the SEC. The Company has not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor been informed by its independent accountants that they recommend that the Company amend or its Subsidiaries or restate any of their officers, directors, employees the Financial Statements or agents prior to that there is any Closing Date shall be publicly disclosed by need for the Company prior to such Closing Dateamend or restate any of the Financial Statements.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents SEC Documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act since March 31, 1996 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "Company's SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, (i) the Company's SEC Documents complied in all material respects with the requirements of the 1934 Act Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such SEC Documents, and (ii) none of the Company's SEC Documents, Documents contained at the time they were filed with the SEC, contained of their filing any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Company's SEC Documents Documents, as of the dates of such SEC Documents, were true and complete in all material respects and complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principles, by a firm that is a member principles in the United States ("GAAP") (except in the case of the Public Companies Accounting Oversight Board ("PCAOB"unaudited statements, as permitted by Form 10-Q under the Exchange Act) consistently applied, applied on a consistent basis during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects presented the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which in the aggregate are not material and to any other adjustment described therein). No other written information provided by or Except as set forth on behalf Schedule 3.5 of the Company Disclosure Schedule and except as set forth in the Company's SEC Documents filed and publicly available prior to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) date of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, and except for liabilities and obligations incurred in the light ordinary course of business consistent with past practice since the date of the circumstance under most recent consolidated balance sheet included in the Company's SEC Documents filed and publicly available prior to the date of this Agreement, and liabilities and obligations which they are would not, individually or were madein the aggregate, not misleading. Neither reasonably be expected to have a Material Adverse Effect on the Company, to the knowledge of the Company, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any of their officersnature (whether accrued, directorsabsolute, employees contingent or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateotherwise).

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("“PCAOB"”) consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of The Issuers and the date hereof, the Company has Guarantors have filed all reports, schedules, forms, statements and other documents required to be filed by it them with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act (Act,” and all of the foregoing and such other information as may have been filed with or furnished to the SEC by the Issuers and the Guarantors on or prior to the date hereof hereof, including all amendments and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein therein, being hereinafter collectively referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, and after giving effect to any amendments thereto filed prior to the date hereof, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, after giving effect to any amendments thereto filed prior to the date hereof, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such After giving effect to any amendments thereto filed prior to the date hereof, such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Issuers and the Guarantors as of the dates thereof and the results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company Issuers, the Guarantors or their Subsidiaries to the Investor Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were mademade when taken as a whole with all SEC Documents and other information provided to Buyer, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made. The Company is not contemplating amending or restating any of the financial statements (including without limitation, not misleading. Neither any notes or any letter of any independent accountant of the Company nor with respect thereto) included in any of the SEC Documents (the “Financial Statements”). No facts or circumstances exist that would require the Company to amend or restate any of the Financial Statements in order for each of the Financial Statements to be in compliance with generally accepted accounting principles and applicable law (including, without limitation, the rules and regulations of the SEC). The Company has not been informed by any of its Subsidiaries independent accountants that they recommend that the Company amend or restate any of their officers, directors, employees the Financial Statements or agents have provided the Investor with that there is any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by need for the Company to amend or its Subsidiaries or restate any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateFinancial Statements.

SEC Documents; Financial Statements. As of the date hereofSince January 12, ----------------------------------- 1999, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents")Exchange Act. The Company has delivered to the Investor Purchaser or its representatives, or they have had access through XXXXX to, representatives true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor Purchaser which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D2(b) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor Purchaser with any material, nonpublic information which was not publicly disclosed prior to the date hereof hereof, and, except as otherwise provided for in Section 3(h)(ii) of the Registration Rights Agreement, the Company shall not provide the Purchaser with any non-public information, and any material, nonpublic if it does so in violation of such Section 3(h)(ii) the Purchaser may disclose such information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Datepublic without liability.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX the SEC’s EXXXX website to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, and audited by a firm that is a member a member of the Public Companies Accounting Oversight Board ("“PCAOB"”) consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofSince February 6, 1997, ----------------------------------- the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered or made available to the Investor or its representatives, or they have had access through XXXXX to, each Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf Except as set forth in the financial statements of the Company to the Investor which is not included in the SEC Documents, includingthe Company has no liabilities, without limitationcontingent or otherwise, information referred to in Section 4(Dother than (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, liabilities incurred in the light ordinary course of business subsequent to June 30, 1997 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany.

SEC Documents; Financial Statements. As of the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC since April 5, 2004, pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof Closing Date and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing [*] Confidential Treatment is Requested dates, the SEC Documents complied as to form in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements The Financial Statements have been prepared in accordance with accounting principles generally accepted accounting principlesin the United States, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements the Financial Statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or not include footnotes, may be condensed or summary statementsstatements or may conform to the SEC’s rules and instructions for Reports on Form 10-Q) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). No other written information provided by All material agreements that were required to be filed as exhibits to the SEC Documents under Item 601 of Regulation S-K (collectively, the “Material Agreements”) to which the Company is a party, or on behalf the property or assets of the Company or are subject, have been filed as exhibits to the Investor which is not included in the SEC Documents. All Material Agreements are valid and enforceable against the Company in accordance with their respective terms, includingexcept (i) as enforceability may be limited by applicable bankruptcy, without limitationinsolvency, information referred reorganization or moratorium or similar laws affecting creditors’ rights generally, and (ii) as enforceability may be subject to general principles of equity and except as rights to indemnity and contribution may be limited by state or federal securities laws or public policy underlying such laws. The Company is not in Section 4(D) breach of this or default under any of the Material Agreements, and to the Company’s knowledge, no other party to a Material Agreement is in breach of or default under such Material Agreement, contains except in each case, for such breaches or defaults as would not reasonably be expected to have a Material Adverse Effect. The Company has not received a notice of termination of any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateMaterial Agreements.

SEC Documents; Financial Statements. As of the date hereofExcept as disclosed in Schedule 2.1(j), the Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to two years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated (or such shorter period as the Company was required by reference therein law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement, the "). The Company Disclosure Materials") on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As All material agreements to which the Company is a party or to which the property or assets of their respective dates, the Company are subject have been filed as exhibits to the SEC Documents as required. The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved ("GAAP"), except (I) as may be otherwise indicated specified in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included Since December 31, 1999, except as specifically disclosed in the SEC DocumentsDocuments or in Schedule 2.1(j), including(a) there has been no event, without limitationoccurrence or development that has resulted or that could result in a Material Adverse Effect, information referred to in Section 4(D(b) of this Agreement, contains the Company has not incurred any untrue statement of a material fact liabilities (contingent or omits to state any material fact necessary to make the statements therein, otherwise) other than (x) liabilities incurred in the light ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the circumstance under which they are Company's financial statements pursuant to GAAP or were madeotherwise required to be disclosed in filings made with the Commission, not misleading. Neither (c) the Company nor any has not altered its method of accounting or the identity of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof auditors and any material, nonpublic information provided to the Investor by (d) the Company has not declared or made any payment or distribution of cash or other property to its Subsidiaries stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateits capital stock.

SEC Documents; Financial Statements. As Except as set forth in Section 2.7 of the date hereofDisclosure Schedules, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with under the SEC pursuant to Securities Act and the reporting requirements of Exchange Act since the 1934 Act Company’s initial public offering (all of the foregoing filed at least ten (10) days prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and or the rules and regulations of Securities Act, as the SEC promulgated thereunder applicable to the SEC Documentscase may be, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company (including the consolidated financial statements of the Company and its Subsidiaries, as applicable) included in the SEC Documents (the “Financial Statements”) and the related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements The Financial Statements and the related notes have been prepared in accordance with accounting principles generally accepted accounting principlesin the United States, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements the Financial Statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statementsstatements or may conform to the SEC’s rules and instructions for reports on Form 10-Q or similar form) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). No other written information provided by All material agreements that were required to be filed as exhibits to the SEC Documents under Item 601 of Regulation S-K (collectively, the “Material Agreements”) to which the Company or on behalf any Subsidiary is a party, or the property or assets of the Company or any Subsidiary are subject, have been filed as exhibits to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system that has been requested by each Buyer. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D2(e) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of The Acquiror's Annual Reports on Form 40-F for the date hereoffiscal years ended October 31, the Company has filed 1998, 1999 and 2000, and all other reports, schedulesregistration statements, forms, definitive proxy statements and other documents required or information statements filed or to be filed by it the Acquiror or any of its Subsidiaries subsequent to October 31, 1999 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, the "Acquiror's SEC Documents") with the SEC pursuant to the reporting requirements SEC, as of the 1934 date filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (all of the foregoing filed B) did not (or if amended or superseded by a filing prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to of this Agreement, then did not as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As date of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act such filing) and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As ; and each of their respective datesthe balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of the Acquiror and its Subsidiaries as of its date, and each of the statements of the Company included income and changes in the shareholders' equity and cash flows or equivalent statements in such SEC Documents complied (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in shareholders' equity and changes in cash flows, as to form in all material respects with applicable accounting requirements and the published rules and regulations case may be, of the SEC with respect thereto. Such financial statements have been prepared Acquiror and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principlesprinciples in Canada, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, applied during the periods involved (involved, except (I) in each case as may be otherwise indicated in such financial statements or the notes theretonoted therein, or (II) in the case of unaudited interim statements, subject to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, normal year-end audit adjustments in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As Within forty-five (45) calendar days of the execution of the Agreement and from the date hereofthereafter as long as this Agreement is in place, the Company has will have filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, and amendments thereto, being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC or the time they were amended, if amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("“PCAOB"”) consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) 4.3 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed in a ----------------------------------- timely manner all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to since September 30, 1994. All such required reports, schedules, forms, statements and other documents filed by the reporting requirements of Company with the 1934 Act SEC (all of including those that the foregoing filed prior Company may file subsequent to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter hereof) are referred to herein as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, ------------- the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the -------------- rules and regulations of the SEC promulgated thereunder applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As Except to the extent that information contained in any SEC Document has been revised or superseded by a later Filed SEC Document (as defined in Section 4.1(g)), none of their respective datesthe SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied Documents, including those filed after the date hereof until the Closing, comply or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared or will be prepared in accordance with generally accepted accounting principlesprinciples (except, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to as provided in the extent they may exclude footnotes or may be condensed or summary statementslast sentence of this Section 4.1(e) and fairly present or will fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). No other written information provided Except as set forth in the SEC Documents or as contemplated by this Agreement, since the date of the most recent consolidated balance sheet included in the SEC Documents until the date hereof neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles ("GAAP") to be set forth ---- on behalf a consolidated balance sheet of the Company and its consolidated subsidiaries which are, individually or in the aggregate, material to the Investor which is not business, results of operations or financial condition of the Company and its subsidiaries taken as a whole, except liabilities (i) provided for in the most recent consolidated balance sheet included in the SEC Documents, including, without limitation, information referred to in Section 4(Dor (ii) incurred since the date of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, such balance sheet in the light ordinary course of the circumstance under which they are business consistent with past practices. Interim financial statements or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed summaries and accounting books and records prior to the date hereof and any materialof consummation of the Offer are prepared on a basis consistent with those employed in the most recent audited financial statement and, nonpublic information provided except with respect to the Investor by the Company or its Subsidiaries or any of their officersfootnote disclosure, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateare prepared in accordance with GAAP.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 1998 the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company (i) has delivered or made available to the Investor each Buyer or its representatives, or they have had access through XXXXX to, representative true and complete copies of the SEC Documents to the extent that each Buyer or its representative has requested any such SEC Documents from the Company and (ii) agrees to deliver or make available to each Buyer or its representative true and complete copies of any additional SEC Documents, upon request. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, applied during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor any Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D2(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance circumstances under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) 4.3 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 2000, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to As of the Investor or its representativesdate hereof, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, as they may have been subsequently amended by filings made by the Company with the SEC Documents prior to the date hereof, complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none . None of the SEC Documents, at as of the time date hereof and as they were filed may have been subsequently amended by filings made by the Company with the SECSEC prior to the date hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor Investors which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither As of the Closing, the Company nor has delivered to Xxxx and Xxxx LLP a list setting forth any of its Subsidiaries agreement, note, lease, mortgage, deed or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed other instrument entered into prior to the date hereof Closing Date and any material, nonpublic information provided to the Investor by which the Company is a party or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by which the Company prior is bound which the Company is required, or will be required, to such Closing Datefile as an exhibit to its reports under the 1934 Act but which the Company, as of the Closing, has not filed as an exhibit to its reports filed with the SEC under the 1934 Act.

SEC Documents; Financial Statements. As of the date hereof, the UNDISCLOSED LIABILITIES. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "Company SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies All of the Company SEC Documents. As Documents (other than preliminary material or material which was subsequently amended), as of their respective filing dates, complied, or will comply, as the SEC Documents complied case may be, in all material respects with the all applicable requirements of the 1934 Securities Act and the Exchange Act and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC Documents, and none . None of the Company SEC Documents, Documents at the time they were filed with of filing and effectiveness contained, or will contain, as the SECcase may be, contained any untrue statement of a material fact or omitted omitted, or will omit, as the case may be, to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been amended, modified or superseded by later Company SEC Documents. As of their respective dates, the The consolidated financial statements of the Company included in the Company SEC Documents complied complied, or will comply, as the case may be, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared prepared, or will be prepared, as the case may be, in accordance with generally accepted accounting principlesGAAP (except, in the case of unaudited statements, as permitted by Form 10-Q promulgated under the Exchange Act) applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present presented, or will present, as the case may be, in all material respects accordance with the applicable requirements of GAAP, the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were not or are not expected to be material in amount). No other written information provided by or on behalf The audited financial statements of the unconsolidated 7 13 Company Subsidiaries previously delivered to Acquiror (the "Unconsolidated Company Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the financial position of such Company Subsidiaries, taken as a whole, as of the dates thereof, and the results of their respective operations and cash flows for the periods then ended. Except as set forth in the Company SEC Documents filed with the SEC prior to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements thereindate hereof, in the light Unconsolidated Company Financial Statements, or in SCHEDULE 3.1.5 to the Company Disclosure Letter, and except for liabilities and obligations incurred since the Financial Statement Date in the ordinary course of the circumstance under which they are or were madebusiness and consistent with past practice, not misleading. Neither neither the Company nor any Company Subsidiary has any liabilities or obligations of its Subsidiaries any nature (whether accrued, absolute, contingent or any otherwise) required by GAAP to be set forth on a consolidated balance sheet of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries of any unconsolidated Company Subsidiary or any of their officersin the notes thereto and which, directorsindividually or in the aggregate, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.would have a Material Adverse Effect. 3.1.6

SEC Documents; Financial Statements. As of the date hereofSince January 1, 2005, the Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with the SEC pursuant to under the reporting requirements Securities Exchange Act of 1934 (the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"“Exchange Act”). The Company has delivered made available to the Investor or and its representatives, or they have had access representatives through XXXXX tothe SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included disclosed in the SEC Documents and the related notes (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements The Financial Statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes theretoFinancial Statements, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by All material agreements that were required to be filed as exhibits to the SEC Documents under Item 601 of Regulation S-K (collectively, the “Material Agreements”) to which the Company or on behalf any Subsidiary of the Company is a party, or the property or assets of the Company or any Subsidiary of the Company are subject, have been filed as exhibits to the Investor which is not included in the SEC Documents. All Material Agreements are valid and enforceable against the Company in accordance with their respective terms, includingexcept (i) as enforceability may be limited by applicable bankruptcy, without limitationinsolvency, information referred reorganization, or moratorium or similar laws affecting creditors’ and contracting parties’ rights generally, and (ii) as enforceability may be subject to general principles of equity and except as rights to indemnity and contribution may be limited by state or federal securities laws or public policy underlying such laws. The Company is not in Section 4(D) breach of this or default under any of the Material Agreements, and to the Company’s knowledge, no other party to a Material Agreement is in breach of or default under such Material Agreement, contains except in each case, for such breaches or defaults as would not reasonably be expected to have a Material Adverse Effect. The Company has not received a notice of termination nor is the Company otherwise aware of any untrue statement of a material fact or omits threats to state terminate any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateMaterial Agreements.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to any of the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed or furnished prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyer or its representativesrepresentatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the XXXXX system, if any. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by the Company during the twelve (12) months preceding the date of this Agreement was furnished as an exhibit to a Report of Foreign Private Issuer on Form 6-K furnished by the Company to the SEC. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, International Financial Reporting Standards as issued by a firm that is a member of the Public Companies International Accounting Oversight Standards Board ("PCAOB") “IFRS”), consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by adjustments which will not be material, either individually or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateaggregate).

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to two years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated (or such shorter period as the Company was required by reference therein law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC DocumentsDOCUMENTS" and, together with the Schedules to this Agreement, the "). The Company DISCLOSURE MATERIALS") on a timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As All material agreements to which the Company is a party or to which the property or assets of their respective dates, the Company are subject have been filed as exhibits to the SEC Documents as required. The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved ("GAAP"), except (I) as may be otherwise indicated specified in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included Since March 31, 2000, except as specifically disclosed in the SEC Documents, including(a) there has been no event, without limitationoccurrence or development that has resulted or that could result in a Material Adverse Effect, information referred to in Section 4(D(b) of this Agreement, contains the Company has not incurred any untrue statement of a material fact liabilities (contingent or omits to state any material fact necessary to make the statements therein, otherwise) other than (x) liabilities incurred in the light ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the circumstance under which they are Company's financial statements pursuant to GAAP or were madeotherwise required to be disclosed in filings made with the Commission, not misleading. Neither (c) the Company nor any has not altered its method of accounting or the identity of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof auditors and any material, nonpublic information provided to the Investor by (d) the Company has not declared or made any payment or distribution of cash or other property to its Subsidiaries stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateits capital stock.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof or prior to the date of the Closing, along with the Current Report of the Company being filed in connection with the transactions contemplated hereby, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in this Section 4(D2(j) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX EDGAR to, true and complete copies of the SEC Documents. As of their thxxx respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents ----------------------------------- reports required to be filed by it with under the SEC Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for ------------ the reporting requirements of the 1934 Act (all of the foregoing filed prior to two years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated (or such shorter period as the Company was required by reference therein law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC Documents" and, together with the ------------- Schedules to this Agreement, the "). The Company Disclosure Materials") on a timely basis or -------------------- has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As All material agreements to which the Company is a party or to which the property or assets of their respective dates, the Company are subject have been filed as exhibits to the SEC Documents as required. The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved ("GAAP"), except (I) as may be ---- otherwise indicated specified in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included Since May 31, 1999, except as specifically disclosed in the SEC Documents, including(a) there has been no event, without limitationoccurrence or development that has or that could result in a Material Adverse Effect, information referred to in Section 4(D(b) of this Agreement, contains the Company has not incurred any untrue statement of a material fact liabilities (contingent or omits to state any material fact necessary to make the statements therein, otherwise) other than (x) liabilities incurred in the light ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the circumstance under which they are Company's financial statements pursuant to GAAP or were maderequired to be disclosed in filings made with the Commission, not misleading. Neither (c) the Company nor any has not altered its method of accounting or the identity of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof auditors and any material, nonpublic information provided to the Investor by (d) the Company has not declared or made any payment or distribution of cash or other property to its Subsidiaries stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Dateits capital stock.

SEC Documents; Financial Statements. As of the date hereofExcept as set forth on ----------------------------------- Schedule 3(f), since December 31, 1997, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act Act, (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and A complete copies list of the Company's SEC DocumentsDocuments is set forth on Schedule 3(f). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As Except as set forth on Schedule 3(f), as of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or and (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor Buyers with any material, nonpublic information which was not publicly disclosed prior to information. The Company will meet the date hereof and any material, nonpublic information provided to requirements for the Investor use of Form S-3 for registration of the resale of the Registrable Securities (as defined in the Registration Rights Agreement) by the Company or its Subsidiaries or any of their officersBuyers on and after June 1, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date1999.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC DOCUMENTS" and, together with the SEC pursuant Schedules to the reporting requirements of the 1934 Act (all of the foregoing filed this Agreement as well as due diligence materials delivered to Purchasers prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as hereof, the "DISCLOSURE MATERIALS") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents"). The Company has delivered Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As All material agreements to which the Company is a party or to which the property or assets of their respective dates, the Company are subject have been filed as exhibits to the SEC Documents as required. The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved ("GAAP"), except (I) as may be otherwise indicated specified in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). No other written information provided by Since January 5, 2000, (a) there has been no event, occurrence or on behalf of development that has or that could result in a Material Adverse Effect, (b) the Company to the Investor which is has not included incurred any liabilities (contingent or otherwise) other than (x) liabilities incurred in the SEC Documents, including, without limitation, information referred ordinary course of business consistent with past practice and (y) liabilities not required to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, be reflected in the light of Company's financial statements pursuant to GAAP or required to be disclosed in filings made with the circumstance under which they are or were madeCommission, not misleading. Neither (c) the Company nor any has not altered its method of accounting or the identity of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof auditors and any material, nonpublic information provided to the Investor by (d) the Company has not declared or made any payment or distribution of cash or other property to its Subsidiaries stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of their officersits capital stock. The Company last filed audited financial statements with the Commission on January 5, directors2000, employees or agents prior to and has not received any Closing Date shall be publicly disclosed by comments from the Company prior to such Closing DateCommission in respect thereof.

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed with the SEC all reports, schedules, forms, schedules and statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act since January 1, 1997 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, (i) the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such SEC Documents, and (ii) none of the SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of their respective datesthe SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents 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. Such financial statements , have been prepared in accordance with generally accepted accounting principlesprinciples (except, in the case of unaudited statements, as permitted by a firm that is a member Form 10-Q of the Public Companies Accounting Oversight Board ("PCAOB"SEC) consistently applied, applied on a consistent basis during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present present, in all material respects respects, the consolidated financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by Except as set forth or on behalf of reflected in the Company to the Investor which is not most recent financial statements included in the Filed SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, incurred in the light ordinary course of business consistent with past practice since the circumstance under which they are or were madedate of such statements, not misleading. Neither neither the Company nor any of its Subsidiaries subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or any of their officers, directors, employees otherwise) which individually or agents in the aggregate would reasonably be expected to have provided a material adverse effect on the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement and other filing filed with the SEC Documents by Acquiror (collectively, the "ACQUIROR SEC DOCUMENTS") complied in all material respects with the applicable requirements of the 1934 Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsSecurities Act, and none of the Acquiror SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleadingmisleading in any material respect, except to the extent corrected by a subsequently filed Acquiror SEC Document. As All documents required to be filed as exhibits to the Acquiror SEC Documents have been so filed. The financial statements of Acquiror, including the notes thereto, included in the Acquiror SEC Documents (the "ACQUIROR FINANCIAL STATEMENTS") were complete and correct in all material respects as of their respective dates, the financial statements of the Company included in the SEC Documents 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. Such financial statements have been thereto as of their respective dates, and were prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during basis consistent throughout the periods involved indicated and consistent with each other (except (I) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (II) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q under the extent they may exclude footnotes or may be condensed or summary statements) and Exchange Act). The Acquiror Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Acquiror and its subsidiaries at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). No other written information provided by or on behalf of There has been no change in Acquiror's accounting policies except as described in the Company notes to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateAcquiror Financial Statements.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 1995, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, each Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf Except as set forth in the financial statements of the Company to the Investor which is not included in the SEC Documents, includingthe Company has no liabilities, without limitationcontingent or otherwise, information referred to in Section 4(Dother than (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, liabilities incurred in the light ordinary course of business subsequent to December 31, 1998 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX the SEC’s EXXXX website to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, and audited by a firm that is a member a member of the Public Companies Accounting Oversight Board ("“PCAOB"”) consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.. AZURE.PHIL.INVESTMENT.AGREEMENT.AUGUST.2017

SEC Documents; Financial Statements. As of During the two years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof or prior to the date of the Closing, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company’s Subsidiary is not required to file any reports or other documents with the SEC. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written With respect to the transactions contemplated by this Agreement, none of the information referred to in Section 2(d) of this Agreement provided by or on behalf of the Company to the Investor Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through the SEC’s XXXXX website to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date. Viper Resources, Inc.INVESTMENT.AGREEMENT.Janaury.2010.

SEC Documents; Financial Statements. As of Since February 2, 2012 through the date hereofof this Agreement, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed during such period or prior to the date hereof of the Closing and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to the extent that such unaudited statements exclude footnotes). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D2(f) of this AgreementAgreement or in the Disclosure Schedule, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, made not misleading. Neither PricewaterhouseCoopers LLP, which has reported on the Company nor any of its Subsidiaries or any of their officersconsolidated financial statements contained in the SEC Documents, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor is an independent registered public accounting firm as required by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed 1933 Act and the rules and regulations promulgated thereunder and by the Company prior to such Closing Daterules of the Public Accounting Oversight Board.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of each of the SEC DocumentsDocuments not available on the EXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). No other written information provided by or on behalf of the Company to the Investor Buyers which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D2(e) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the appropriate SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (solely to the extent any information contained in such SEC Documents has not been amended, modified, supplemented, corrected, rescinded or otherwise withdrawn in subsequent material filed by the Company with the SEC), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ia) as may be otherwise indicated in such financial statements or the notes thereto, ; or (IIb) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to the extent that such unaudited statements exclude footnotes). No To the best of the Company’s knowledge, no other written information provided by or on behalf of the Company to the Investor Purchaser which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance circumstances under which they are or were made, made not misleading. Neither ; provided, however, the Company nor makes no representations or warranties regarding any of its Subsidiaries projections, forecasts or any of their officersother forward looking statements. KPMG LLP, directorswhich has reported on the consolidated financial statements and schedules contained in the SEC Documents, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor are registered independent public accountants as required by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed Securities Act and the rules and regulations promulgated thereunder and by the Company prior to such Closing Daterules of the Public Accounting Oversight Board.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of the SEC DocumentsDocuments not available on the XXXXX system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, or as of the date of the last amendment thereof, if amended after filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as set forth on Schedule 3(k), as of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofJanuary 14, 2005, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX EDGAR to, true and complete copies of copxxx xf the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofExcept as set forth in ----------------------------------- Schedule 2.1 (j) attached hereto, the Company has filed all reports, schedules, forms, statements and other documents reports required to ---------------- be filed by it with under the SEC Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the 1934 Act two (all of the foregoing filed prior to 2) years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated (or such shorter period as the Company was required by reference therein law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC Documents" and, ------------- together with the Schedules to this Agreement, the "). The Company Disclosure Materials") on a -------------------- timely basis or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies expiration of the SEC Documentsany such extension. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As All material agreements to which the Company is a party or to which the property or assets of their respective dates, the Company are subject have been filed as exhibits to the SEC Documents as required. The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, by principles applied on a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, consistent basis during the periods involved ("GAAP"), except (I) as may be otherwise indicated specified in such financial statements or ---- the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, immaterial, year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included Since June 30,1999, except as specifically disclosed in the SEC Documents, including(a) there has been no event, without limitationoccurrence or development that has or that could result in a Material Adverse Effect, information referred to in Section 4(D(b) of this Agreement, contains the Company has not incurred any untrue statement of a material fact liabilities (contingent or omits to state any material fact necessary to make the statements therein, otherwise) other than (x) liabilities incurred in the light ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the circumstance under which they are Company's financial statements pursuant to GAAP or were maderequired to be disclosed in filings made with the Commission, not misleading. Neither (c) the Company nor any has not altered its method of accounting or the identity of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof auditors and any material, nonpublic information provided to the Investor by (d) the Company has not declared or made any payment or distribution of cash or other property to its Subsidiaries stockholders or officers or directors (other than in compliance with existing Company stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of their officersits capital stock. The Company last filed audited financial statements with the Commission on December 22, directors1998, employees or agents prior to and has not received any Closing Date shall be publicly disclosed by comments from the Company prior to such Closing DateCommission in respect thereof.

SEC Documents; Financial Statements. As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, {00006735 } the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, and audited or reviewed by a firm that is a member of the Public Companies Accounting Oversight Board ("“PCAOB"”) consistently applied, during the periods involved (except (I) as may be otherwise indicated in such financial statements or the notes thereto, or (II) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of the date hereofSince January 1, 1995, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, each Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf Except as set forth in the financial statements of the Company to the Investor which is not included in the SEC DocumentsDocuments or as set forth on SCHEDULE 3(g), includingthe Company has no liabilities, without limitationcontingent or otherwise, information referred to in Section 4(Dother than (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, liabilities incurred in the light ordinary course of business subsequent to June 30, 1997 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany.

SEC Documents; Financial Statements. As of the date hereofSince December 31, 1994, the ----------------------------------- Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, each Buyer true and complete copies of the SEC Documents, except for such exhibits, schedules and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf Except as set forth in the financial statements of the Company to the Investor which is not included in the SEC Documentsdocuments and on Schedule 3(f) hereof, includingthe Company has no liabilities, without limitationcontingent or otherwise, information referred to in Section 4(Dother than (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, liabilities incurred in the light ordinary course of business subsequent to June 30, 1996 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany.

SEC Documents; Financial Statements. As of the date hereofSince December 5, 1995, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act of 1934, as amended (the “1934 Act Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered or made available to the Investor or its representatives, or they have had access through XXXXX to, each Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf Except as set forth in the financial statements of the Company to the Investor which is not included in the SEC Documents, includingthe Company has no liabilities, without limitationcontingent or otherwise, information referred to in Section 4(Dother than (i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, liabilities incurred in the light ordinary course of business subsequent to March 31, 1997 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing DateCompany.

SEC Documents; Financial Statements. As of the date hereofSince May 6, 1998, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to under the reporting requirements Securities Exchange Act of 1934, as amended (the 1934 Act “Exchange Act”) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, and the Company’s Annual Report on Form 10-KSB for the fiscal year ended July 31, 2007 and its Quarterly Reports on Form 10-QSB for the quarter ended October 31, 2007 being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its their representatives, or they have had access made available through XXXXX tothe SEC’s website at hxxx://xxx.xxx.xxx., true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included disclosed in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements Financial Statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor Buyer which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance circumstances under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. As of During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof or prior to the date of the Closing, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being together with the Registration Statement on Form S-4 filed with the SEC on November 9, 2009, as amended and supplemented to the date hereof, are hereinafter collectively referred to as the "“SEC Documents"”). The Company has delivered to the Investor Buyers or its representativestheir respective representatives true, or they have had access through XXXXX to, true correct and complete copies of any SEC Documents that are not available on or through the SEC DocumentsSEC’s Electronic Data Gathering, Analysis, and Retrieval (“XXXXX”) system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principlesprinciples in the United States of America, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) ), and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in The Company’s SEC Documents filed with the SEC Documents, including, without limitation, information referred to in Section 4(Dthrough and including the second (2 nd) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed Business Day prior to the date hereof and any material, nonpublic information provided of this Agreement are referred to herein as the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date“Recent SEC Documents.”

SEC Documents; Financial Statements. As of the date hereof, the The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements Section 15(d) of the 1934 Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to within the two years preceding the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein therein, and all registration statements filed by the Company under the Securities Act being hereinafter referred to as the "“SEC Documents"”). The Company has delivered made available to the Investor or its representatives, or they have had access through XXXXX tothe SEC’s website at hxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents filed on and after August 5, 2013 complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board ("PCAOB") consistently applied, during the periods involved (except (Ii) as may be otherwise indicated in such financial statements or the notes thereto, or (IIii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Investor which is not included in the SEC Documents, including, without limitation, information referred to in Section 4(D) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.