Common use of SEC Documents; Financial Statements Clause in Contracts

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, 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"). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely 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")”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates (except as they have been correctly amended)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 SEC (except as they may have been properly amended)when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), 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, consistently applied, principles applied on a 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 and except that unaudited interim statementsfinancial statements may not contain all footnotes required by GAAP, 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). Except as listed set forth in Schedule 3(f)the SEC Documents, the Company has received no notices or correspondence from the SEC since January 1for the one year preceding the date hereof. To the Company’s knowledge, 2003. The the SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 20042007, 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"). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 20032007. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since Since January 1, 20042000, the Company has timely filed all reports, schedules, forms, statements 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 therein, being hereinafter referred to as the "SEC Documents"). As The Company has made available to each Purchaser or its representative true and complete copies of their respective dates (except as they have been correctly amended), the SEC Documents complied Documents. The Company (i) is a "reporting issuer" as defined in all material respects with the requirements Rule 902(1) of Regulation S and (ii) has a class of securities registered under Section 12(b) or 12(g) of the 1934 Act and the rules and regulations or is required to file reports pursuant to Section 15(d) of the SEC promulgated thereunder applicable to the SEC Documents1934 Act, and none of has filed all the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), contained any untrue statement of a material fact or omitted to state a material fact materials required to be stated therein or necessary in order filed as reports pursuant to make the statements therein, in light of Exchange Act for the circumstances under which they were made, not misleadingperiod the Company was required by law to file such material. As of their respective dates (except as they have been properly amended)dates, the financial statements of the Company included 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, consistently applied, during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto 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 fairly, in all material respects respects, the financial position of the Company as of the dates thereof 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). Except as listed in Schedule 3(f), No other information provided by or on behalf of the Company has received no notices or correspondence from to the Purchaser which is not included in the SEC since January 1Documents, 2003. The SEC has including, without limitation, information referred to in Section 3(f) 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 commenced any enforcement proceedings against the Company or any of its subsidiariesmisleading.

SEC Documents; Financial Statements. Except Each report delivered to the Purchaser is a true and complete copy of such document as disclosed in Schedule 3(f), since January 1, 2004, filed by the Company with the Securities and Exchange Commission (the "SEC"). The Company has filed in a timely filed manner all reports, schedules, forms, statements and other documents that the Company was required to be filed by it file with the SEC pursuant to SEC, such documents, together with the reporting requirements of the 1934 Act exhibits thereto (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"), under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") during the twelve calendar months preceding the date hereof. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended), their respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), 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, 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). Except as listed in Schedule 3(f), the The Company has received no notices or correspondence from complied with all requirements under applicable securities laws to enable the SEC since January 1Purchaser to use Rule 144 under the Securities Act for sales of the Common Stock, 2003. The SEC has not commenced any enforcement proceedings against subject only to the Company or any of its subsidiariesapplicable holding period therefor.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 20042006, 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"). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 20032006. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1June 30, 20042018, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not on the date hereof the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1September 30, 20042018, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not on the date hereof the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, 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 1933 Act or 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"”). As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1933 Act and 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 (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 20042013, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 20042005, 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"). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 20032005. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely 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"”). As of their respective dates (except as they have been correctly amended)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 SEC (except as they may have been properly amended)when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), 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, consistently applied, principles applied on a 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 and except that unaudited interim statementsfinancial statements may not contain all footnotes required by GAAP, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1September 30, 20042015, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f)(a) Since June 24, since January 11999, 2004, (i) the Company has timely filed all reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act Commission (all of the foregoing filed prior to the date hereof and including all exhibits included therein thereto) required under the Securities Act or the Exchange Act or the rules and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as regulations promulgated thereunder (collectively, the "SEC Documents"). As , each of their respective dates (except as they have been correctly amended), the SEC Documents which complied in all material respects with the all applicable requirements of the 1934 Securities Act and the rules Exchange Act as in effect on the dates so filed and regulations (ii) no event of which the Company has knowledge has occurred which the Company reasonably believes requires the filing of a Form 8-K with the Commission and which has not been filed. 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 (except as they may have been properly amended), their respective filing dates) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As The Company has heretofore made available to each of their respective dates the Purchasers copies of each of the SEC Documents (except as they have been properly amendedother than exhibits or schedules to the SEC Documents), the . (b) The financial statements of the Company included contained in the SEC Documents complied Documents: (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect Commission applicable thereto. Such financial statements have been ; (ii) were prepared in accordance with generally accepted accounting principles, consistently applied, during GAAP applied on a consistent basis throughout the periods involved (covered, except (i) as may be otherwise indicated in the notes to such financial statements or the notes thereto or and (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) as permitted by Form 10-Q of the Commission, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments (which will not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect); and (iii) fairly present in all material respects the consolidated financial position of the Company as of the respective dates thereof and the consolidated results of its operations and cash flows of the Company for the periods then ended covered thereby. (subjectc) No representation or warranty of the Company contained in any document, certificate or written statement furnished or made available to the Purchasers by or at the direction of the Company for use in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state any material fact (known to the Company, in the case of unaudited statements, information not furnished by them) necessary in order to normal year-end audit adjustments)make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. Except as listed in Schedule 3(f), There are no facts known to the Company has received no notices (other than matters of a nature affecting the general economy) that could, individually or correspondence from in the aggregate, reasonably be expected to have a Material Adverse Effect and that have not been disclosed in the SEC since January 1Documents, 2003. The SEC has not commenced any enforcement proceedings against this Agreement or in such other documents, certificates and statements furnished to the Company or any of its subsidiariesPurchasers for use in connection with the transactions contemplated by this Agreement.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004During the two (2) years prior to the date hereof, the Company has timely filed (allowing for any lawful extensions) 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 Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇ system. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). Except as listed in Schedule 3(f)The reserves, the Company has received no notices or correspondence from the SEC since January 1if any, 2003. The SEC has not commenced any enforcement proceedings against 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 information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(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 therein 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, 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 the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its subsidiariesindependent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, 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"). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 20032004. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 20042006,, 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"). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 20032006. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f)Since November 30, since January 1, 20041999, 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 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 the Investor has had access to, true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)dates, the consolidated 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, consistently applied, during the periods involved (except (i) Except as may be otherwise indicated in such financial statements or the notes thereto or (ii) disclosed in the case of unaudited interim statementsSEC Documents, to since November 30, 1999, there has been no material adverse change in the extent they may exclude footnotes assets, liabilities, business, properties, operations, financial condition, or may be condensed or summary statements) and fairly present in all material respects the financial position operations 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiarieson a consolidated basis.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004During 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 Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), No other information provided by or on behalf of the Company has received no notices or correspondence from to the Buyers which is not included in the SEC since January 1Documents, 2003. The SEC has including, without limitation, information referred to in Section 2(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 commenced any enforcement proceedings against the Company or any of its subsidiariesmisleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f3(k), since January 1, 2004during 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 Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). Except as listed in Schedule 3(f)The reserves, the Company has received no notices or correspondence from the SEC since January 1if any, 2003. The SEC has not commenced any enforcement proceedings against 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 information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(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 therein 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, 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 the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its subsidiariesindependent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely filed all reports, schedules, forms, statements and or other documents required to be filed by it the Company with the SEC pursuant to the reporting requirements of the 1934 Act since January 1, 1999 (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 collectively, the "Company SEC Documents"). All documents required to be filed as exhibits to the Company SEC Documents have been so filed. As of their respective dates (except as they have been correctly amended)filing dates, the Company SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act of 1933, as amended and the rules and regulations of the SEC promulgated thereunder applicable to (the SEC Documents"Securities Act"), as the case may be, and none of the Company SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Company SEC Document. As of their respective dates (except as they have been properly amended), the The financial statements of Company, including the Company notes thereto, included in the Company SEC Documents (the "Company Financial Statements") (i) fairly present the consolidated financial condition and the related consolidated statements of operations, of stockholder's equity, and of cash flows of Company and the Company Subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments); (ii) 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 thereto as of their respective dates; and (iii) have been prepared in accordance with generally accepted accounting principles, consistently applied, during principles ("GAAP") applied on a 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 thereto or (iithereto) 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 (subjector, in the case of unaudited statementsstatements included in Quarterly Reports on Form 10-Q, to normal yearas permitted by Form 10-end audit adjustments). Except as listed in Schedule 3(f), Q and Regulations S-K and S-X of the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely filed all delivered or has made available to Subscriber or their respective representatives true, correct and complete copies of each of the 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")”) not available on the ▇▇▇▇▇ system. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)dates, the financial statements of the Company and SPAC 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”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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 SPAC 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). Except as listed in Schedule 3(f)The reserves, the Company has received no notices or correspondence from the SEC since January 1if any, 2003. The SEC has not commenced any enforcement proceedings against 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 information provided by or on behalf of the Company to Subscriber which is not included in the SEC Documents (including, without limitation, information referred to in Section 3(g) of this Subscription Agreement or in the disclosure schedules to this Subscription Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company and SPAC are not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (with respect to each of the Company and SPAC, the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. Neither the Company nor SPAC has been informed by its subsidiariesindependent accountants that they recommend that the Company or SPAC amend or restate any of the Financial Statements or that there is any need for the Company or SPAC to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely filed all delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the 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")”) not available on the E▇▇▇▇ system. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended), the The financial statements of the Company included in and/or the SEC Documents complied as to form in all material respects with applicable accounting requirements and Subsidiaries set forth on Schedule 3(k) (the published rules and regulations of the SEC with respect thereto. Such financial statements “Financial Statements”), have been prepared in accordance with generally accepted accounting principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). Except as listed in Schedule 3(f)The reserves, the Company has received no notices or correspondence from the SEC since January 1if any, 2003. The SEC has not commenced any enforcement proceedings against 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 information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(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 therein 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, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP. The Company has not been informed by its subsidiariesindependent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f)Since December 31, since January 1, 20042000, 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 1933 Act and 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 ▇▇▇▇▇, true and complete copies of the SEC Documents. As of their respective dates (except as they have been correctly amended)dates, the SEC Documents complied in all material respects with the requirements of the 1933 Act and the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended)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 (except as they have been properly amended), 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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004During 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 (other than Section 16 ownership filings) 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 Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). Except as listed in Schedule 3(f)The reserves, the Company has received no notices or correspondence from the SEC since January 1if any, 2003. The SEC has not commenced any enforcement proceedings against 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 information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information 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 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, 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 the Financial Statements, in each case, in order for any of the Financials Statements to be in material compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its subsidiariesindependent auditors that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely filed all reports, schedules, forms, statements and other documents SEC Documents required to be filed by it with under the SEC Securities Laws, including pursuant to the reporting requirements Section 13(a) or 15(d) of the 1934 Act (all Exchange Act, and for the twelve months preceding the date hereof, such SEC Documents have filed on a timely basis or the Company has received a valid extension of the foregoing such time of filing and has filed any such SEC Documents 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 expiration of any such extension. Except as the "may have been corrected or supplemented in a subsequent SEC Documents"). As Document, as of their respective dates (except as they have been correctly amended)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 Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended)when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates (except Except as they may have been properly amended)corrected or supplemented in a subsequent SEC Document, 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 the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing. Such financial statements Except as may have been corrected or supplemented in a subsequent SEC Document, the Financial Statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (“GAAP”), except (i) as may be otherwise indicated specified in such financial statements Financial Statements or the notes thereto or (ii) thereto, or, in the case of unaudited interim financial statements, to as permitted by Item 310(b) of Regulation S-B promulgated under the extent they may exclude footnotes or may be condensed or summary statements) Securities Act and the Exchange Act, 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, year-end audit adjustments)adjustments and the lack of footnotes. Except as listed in Schedule 3(f), the The Company has not received no notices or correspondence any letters of comment from the Staff of the SEC since January 1, 2003. The SEC has which have not commenced any enforcement proceedings against been satisfactorily resolved as of the Company or any of its subsidiariesdate hereof.

SEC Documents; Financial Statements. Except as disclosed in set forth on Schedule 3(f3(k), since January 1, 2004during 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 Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇ system. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). Except as listed in Schedule 3(f)The reserves, the Company has received no notices or correspondence from the SEC since January 1if any, 2003. The SEC has not commenced any enforcement proceedings against 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 information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(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 therein 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, 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 the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its subsidiariesindependent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1March 31, 20042017, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f3(k), since January 1October 7, 20042005, 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 Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), No other information provided by or on behalf of the Company has received no notices or correspondence from to the Buyers which is not included in the SEC since January 1Documents, 2003. The SEC has including, without limitation, information referred to in Section 2(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 and not commenced any enforcement proceedings against the Company or any of its subsidiariesmisleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the Company (a) Clearwire has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated in those documents) with the SEC required to be filed by it Clearwire in connection with and since its initial public offering (the “SEC Documents”). The SEC Documents include, without limitation, the final prospectus filed by Clearwire under Rule 424(b)(4) on March 8, 2007 (SEC File Number 333-139460), the Annual Report on Form 10-K filed by Clearwire on March 13, 2008, the Quarterly Reports on Form 10-Q filed by Clearwire on May 15, 2007, August 9, 2007 and November 14, 2007, the Current Reports on Form 8-K filed by Clearwire and all of its other statements, schedules and registration statements filed with the SEC pursuant to the reporting requirements SEC. (b) As of the 1934 Act (all dates 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"). As of their respective dates (except as they have been correctly amended)filings, the SEC Documents complied in all material respects as to form with the requirements of the 1934 Securities Act and the rules and regulations of the SEC promulgated thereunder Exchange Act applicable to the such SEC Documents, and as the case may be. (c) Except to the extent that information contained in any SEC Document has been revised, amended, supplemented or superseded by a later-filed SEC Document, none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), contained Documents contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein in the SEC Documents or necessary in order to make the statements thereinin the SEC Documents, in light of the circumstances under which they were made, not misleading. As of their respective dates . (except as they have been properly amended), the financial statements d) Each of the Company Financial Statements (including the related notes) of Clearwire included in the SEC Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , was prepared in accordance with generally accepted accounting principlesprinciples in the United States (“GAAP”) (except, consistently appliedin the case of unaudited statements, as permitted by the rules and regulations of the SEC) 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 statementsthereto) and fairly present presented in all material respects the consolidated financial position of the Company Clearwire and its consolidated Subsidiaries as of the dates thereof of the SEC Documents 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). Since December 31, 2007, Clearwire has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. (e) Except as listed disclosed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1Documents filed by Clearwire and publicly available before the Execution Date, 2003neither Clearwire nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent, determined, determinable or otherwise) that (i) as of the Execution Date, would have been required to be included on a consolidated balance sheet (or the footnotes thereto) of Clearwire prepared in accordance with GAAP or (ii) individually or in the aggregate have had or would reasonably be expected to result in a Clearwire Material Adverse Effect. (f) Clearwire has furnished or made available to Sprint and the Investors a complete and correct copy of any amendments or modifications that have not yet been filed with the SEC to agreements, documents or other instruments that previously had been filed by Clearwire with the SEC as exhibits to the SEC Documents under the Securities Act and the rules and regulations promulgated under the Securities Act or the Exchange Act. (g) Clearwire has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) designed to ensure that material information relating to Clearwire, including its consolidated Subsidiaries, is made known to Clearwire’s principal executive officer and its principal financial officer by others within those entities. The SEC To the Knowledge of Clearwire, such disclosure controls and procedures are effective in timely alerting Clearwire’s principal executive officer and principal financial officer to material information required to be included in Clearwire’s periodic reports required under the Exchange Act. (h) Clearwire and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of Clearwire’s financial reporting and the preparation of the Financial Statements of Clearwire for external purposes in accordance with GAAP. Clearwire has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to Clearwire’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Clearwire’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not commenced material, that involves management or other employees who have a significant role in internal controls. Clearwire has made available to Sprint and the Investors a summary of any enforcement proceedings against the Company such disclosure made by management to Clearwire’s auditors and audit committee. (i) There are no outstanding loans or other extensions of credit made by Clearwire or any of its subsidiariesSubsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Clearwire. Clearwire has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (j) As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the SEC Documents. To the Knowledge of Clearwire, none of the SEC Documents is subject to ongoing review or outstanding SEC comment or investigation. (k) Since January 1, 2007, (i) neither Clearwire nor any of its Subsidiaries nor, to the Knowledge of Clearwire, any director, officer, employee, auditor, accountant or representative of Clearwire or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Clearwire or any of its Subsidiaries or their respective internal accounting controls, which asserts that Clearwire or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing Clearwire or any of its Subsidiaries, whether or not employed by Clearwire or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Clearwire or any of its officers, directors, employees or agents to Clearwire’s Board of Directors or any committee thereof or to any director or officer of Clearwire. (l) No Subsidiary of Clearwire has a class of securities required to be registered under the Exchange Act.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1June 30, 20042015, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on E▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1June 30, 20042016, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, 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"). As of their respective dates (except as they have been correctly amended)filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act, the Exchange Act and the rules Rules and regulations Regulations. As of the SEC promulgated thereunder applicable to the SEC Documentstheir filing date, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a document subsequently filed with the Commission. As The SEC Documents constitute all reports, registration statements, proxy statement and other filings required to be made by the Company pursuant to the Securities Act and the Exchange Act subsequent to December 1, 1997. All material contracts and other documents of their respective dates (except the Company required to be filed as they exhibits to the SEC Documents have been properly amended), the filed as required. The financial statements of the Company Company, together with the related notes thereto, included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements the Rules and the published rules and regulations of the SEC with respect thereto. Such financial statements Regulations, have been prepared in accordance conformity with generally accepted accounting principles, principles consistently applied, during the periods involved applied (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 statementsthereto) and fairly present in all material respects the Company's financial position of the Company as of at the dates thereof and the Company's results of its operations operations, changes in stockholders' equity 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 in amount or significance). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 20042005, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 20032005. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f)Since December 31, since January 1, 20042003, 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 Exchange Act all of which are listed in Section 3 hereof (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, being hereinafter referred to herein as the "“SEC Documents"”). The Company has delivered to each Purchaser true and complete copies of the SEC Documents. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings made prior to the date hereof). As of their respective dates (except as they have been properly amended)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 principlesprinciples (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, 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 immaterial year-end audit adjustments). Except as listed set forth in Schedule 3(f)the financial statements of the Company included in the SEC Documents filed prior to the date hereof, the Company has received no notices liabilities, contingent or correspondence from otherwise, other than (i) liabilities incurred in the SEC since January 1ordinary 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, 2003. The SEC has which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not commenced any enforcement proceedings against material to the Company financial condition or any operating results of its subsidiariesthe Company.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f)Since November 3, since January 1, 20041999, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Securities and Exchange Commission (the "SEC") 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"). As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)dates, the financial statements of the Company (the "Financial Statements") 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 generally accepted accounting principlesGAAP, 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). Except as listed in Schedule 3(f), No other information provided by or on behalf of the Company has received no notices or correspondence from to the Purchasers which is not included in the SEC since January 1Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, 2003. The SEC has in the light of the circumstance under which they are or were made, not commenced any enforcement proceedings against the Company or any of its subsidiariesmisleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the Company Purchaser has timely 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, during the reporting requirements of the 1934 Act two (all of the foregoing filed 2) years prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein (the foregoing materials being hereinafter collectively referred to herein as the "“SEC Documents")Reports”) on a timely basis or has timely filed a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates (except as they have been correctly amended)dates, the SEC Documents Reports complied in all material respects with the requirements of the 1934 Exchange Act and contained the financial statements and other information for the periods required by the Exchange Act and the rules and regulations of the SEC Securities and Exchange Commission promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC DocumentsReports, at the time they were filed with the SEC (except as they may have been properly amended)when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), the The financial statements of the Company Purchaser 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 Reports have been prepared in accordance with United States generally accepted accounting principles, consistently applied, principles applied on a consistent basis during the periods involved (involved, except (i) as may be otherwise indicated specified in such financial statements or the notes thereto or (ii) in the case of unaudited interim statementsthereto, 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 Purchaser 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f)Since October 31, since January 1, 20042006, 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 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"”). As of their respective dates (except as they have been correctly amended), the documents filed with 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 Documentsdocuments filed with the SEC, and none of the SEC Documentsdocuments filed with the SEC, at the time they were filed with the SEC (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 dates (except as they have been properly amended), the financial statements of the Company included in the documents filed with 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, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 20042007, 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"). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January October 1, 20032007. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1September 30, 20042012, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004During 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 Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), No other information provided by or on behalf of the Company has received no notices or correspondence from to the Buyers which is not included in the SEC since January 1Documents, 2003including, without limitation, information referred to in Section 2(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. The SEC has not commenced any enforcement proceedings against provisions of this Section 3(k) are qualified in their entirety by the Company or any of its subsidiariesdisclosure set forth on Schedule 3(k).

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1March 31, 20042018, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on E▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not on the date hereof the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely 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 the reporting requirements of the 1934 Act Section 13(a) or 15(d) thereof, since February 12, 2019 (all of the foregoing filed prior to materials, including the date hereof and all 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"”). As of their respective dates (except as they have been correctly amended)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 SEC (except as they may have been properly amended)when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), 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, consistently applied, principles applied on a 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 and except that unaudited interim statementsfinancial statements may not contain all footnotes required by GAAP, 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). Except as listed in set forth on Schedule 3(f4(f), the Company has received no notices or correspondence from the SEC since January 1, 2003for the one year preceding the date hereof. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004During the twelve (12) calendar months 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 on a timely basis or has received a valid extension of the foregoing such time of filing and has filed any such SEC Documents 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")expiration of any such extension. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act since January 1, 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 "SEC Documents"). As of their respective dates (except as they have been correctly amended)dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act of 1933 (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, Documents at the time they were filed with the SEC (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 dates (except as they have been properly amended), the 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 ("GAAP") (except, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such 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 statementsthereto) and fairly present in all material respects presented 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 adjustmentsadjustments and the absence of footnotes). Except as listed set forth in Schedule 3(f)the Filed SEC Documents (as defined in Section 4.07) or as incurred in the ordinary course of business consistent with past practice since the date of the most recent financial statements included in the Filed SEC Documents, neither the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or nor any of its subsidiariessubsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required under GAAP to be set forth on a consolidated balance sheet of the Company and its subsidiaries taken as a whole.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1June 30, 20042019, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not on the date hereof the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004During 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 "appropriate SEC Documents"). As of their respective dates (except as they have been correctly amended)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 (except as they may have solely to the extent any information contained in such SEC Documents has not been properly 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 dates (except as they have been properly amended)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, consistently applied, during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in set forth on Schedule 3(f3(k), since January 1, 2004during 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 Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇ system. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). Except as listed in Schedule 3(f)The reserves, the Company has received no notices or correspondence from the SEC since January 1if any, 2003. The SEC has not commenced any enforcement proceedings against 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 information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(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 therein 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, 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 the Financial Statements, in each case, in order for any of the Financial Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its subsidiariesindependent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1March 31, 20042019, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not on the date hereof the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the (a) 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 "Company SEC Documents"). As of their its respective dates (except as they have been correctly amended)date, the each Company SEC Documents Document, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the requirements of the 1934 Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), contained 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 their respective dates (except as they have Except to the extent that information contained in any Company SEC Document has been properly amended)revised or superseded by a later filed Filed Company SEC Document or Company press release, the financial statements none of the Company included in the SEC Documents filed since December 31, 2002 contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Financial Statements 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 , were prepared in accordance with generally accepted accounting principlesGAAP (except as may be indicated in the notes to such Financial Statements and, consistently appliedin the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such 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 statementsthereto) 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 adjustments). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1December 31, 20042014, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on E▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004During 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 DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their respective representatives copies of the SEC Documents filed by the Company during such period not available on the EDGAR system. As of their respective dates (except as they have been correctly amended)dates, the SEC Documents Documents, as they ▇▇▇ have been subsequently amended by filings made by the Company with the SEC 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 of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended)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 (except as they have been properly amended)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, 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 statementsthereto) 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesended.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely 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")”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates (except as they have been correctly amended)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 SEC (except as they may have been properly amended)when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), 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, consistently applied, principles applied on a 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 and except that unaudited interim statementsfinancial statements may not contain all footnotes required by GAAP, 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). Except as listed set forth in Schedule 3(f)the SEC Documents, the Company has received no notices or correspondence from the SEC since January 1, 2003for the one year preceding the date hereof. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1June 30, 20042014, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the Company Cypress has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 2000, pursuant to the reporting requirements of the 1934 Securities Exchange Act of 1934, as amended (all of the foregoing filed prior to “Exchange Act”) (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"”). As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)dates, the financial statements of the Company Cypress 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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, 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 financial position of the Company Cypress 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 20042007, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 20032007. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since Since January 1, 20042000, 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 under of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof and all amendments thereto 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 DocumentsDOCUMENTS"). The Company has delivered to the Investor or its representatives, or made available through the SEC's website at http://www.sec.gov, true and compl▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ SEC Documents. As of their respective dates (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 SEC (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 dates (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), No other information provided by or on behalf of the Company has received no notices or correspondence from to the Investor which is not included in the SEC since January 1Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, 2003. The SEC has in the light of the circumstances under which they were made, not commenced any enforcement proceedings against the Company or any of its subsidiariesmisleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, Since 1999 -------------------------------------- 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 under 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 therein, being hereinafter referred to as the "SEC Documents"). As of their respective dates (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 The Company has delivered to the Investor or its representatives, or made available through the SEC's website at http://www.sec.gov, true and comple▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇e SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (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 dates (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed No other information provided by or on behalf of Forefront to the Investor, which is not included in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, 2003. The SEC has in the light of the circumstances under which they were made, not commenced any enforcement proceedings against the Company or any of its subsidiariesmisleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 20042013, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on E▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in on Schedule 3(f3(k), since January 1, 2004during 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 Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the ▇▇▇▇▇ system that have been requested by each Buyer. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1June 30, 20032004. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC 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 two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein the Company's Registration Statement, File No. 333-123481, as amended (the "Recent Registration Statement"), being hereinafter collectively referred to herein as the "SEC Documents")) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates (except as they have been correctly amended)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 SEC (except as they may have been properly amended)when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), 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 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, consistently applied, principles applied on a 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 statementsthereto, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1March 31, 20042015, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f)Since March 31, since January 1, 20042000, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Securities Exchange Commission (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 filed all of the SEC Documents with the SEC through ▇▇▇▇▇. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since Since January 1, 20041996, 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 incorporated by reference therein being hereinafter referred to as the "SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyer or its representative true and complete copies of the SEC Documents. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), No other information provided by or on behalf of the Company has received no notices or correspondence from to the Buyer which is not included in the SEC since January 1Documents, 2003. The SEC has including, without limitation, information referred to in Section 2(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 commenced any enforcement proceedings against the Company or any of its subsidiariesmisleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f)On or prior to the Closing Date, since January 1RFG will have made available to Purchaser, 2004or such shall be available on the Securities and Exchange Commission’s (“SEC”) ▇▇▇▇▇ database, the Company has timely filed all reportsa true and complete copy of each statement, schedulesreport, formsregistration statement, statements definitive proxy statement, and other documents required to be filings filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed by RFG 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 Closing Date (collectively, the "“SEC Documents"”). RFG is current in its reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of their respective dates (except as they have been correctly amended)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 DocumentsSecurities Act, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed SEC Document. As of their respective dates (except as they have been properly amended), the The financial statements of RFG, including the Company notes thereto, included in the SEC Documents (the “Financial Statements”) were complete and correct in all material respects as of their respective dates, 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 thereto as of their respective dates, and have been prepared in accordance with generally accepted accounting principles, consistently applied, during principles applied on a 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 thereto or (ii) or, in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). The Financial Statements fairly present in all material respects the financial position condition and operating results of the Company as of RFG 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 20042008, 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"). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 20032008. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1September 30, 20042016, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it the Company with the SEC 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"”). As of their respective dates (except as they have been correctly amended)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 SEC (except as they may have been properly amended)when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), 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, consistently applied, principles applied on a 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 and except that unaudited interim statementsfinancial statements may not contain all footnotes required by GAAP, 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). Except as listed set forth in Schedule 3(f)the SEC Documents, the Company has received no notices or correspondence from the SEC since January 1, 2003for the one year preceding the date hereof. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesCompany.

SEC Documents; Financial Statements. Except as The Common Stock of Guardian is registered pursuant to Section 12(g) of the Exchange Act. RJL has had the opportunity to obtain on RJL's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). Guardian has not provided to RJL any information which, according to applicable law, rule or regulation, should have been disclosed in Schedule 3(f)publicly by Guardian but which has not been so disclosed, since January 1other than with respect to the transactions contemplated by this Agreement. As of their respective dates, 2004, the Company has timely filed all of Guardian's reports, schedules, forms, statements and other documents required to be filed by it filings with the SEC pursuant to the reporting requirements of the 1934 Act 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 Documents"). As of their respective dates (except as they have been correctly amended), the SEC Documents ) complied in all material respects with the requirements of the 1934 Act or the Exchange Act as the case may be and the rules and regulations of the SEC Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 of their respective dates (except as they have been properly amended), the The financial statements of the Company Guardian 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 Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles 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 not include 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely filed all reports, schedules, forms, statements delivered to each Debtholder or made available through the SEC’s ▇▇▇▇▇ database true and other documents required to be filed by it with complete copies of the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof Documents, except for such exhibits 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")documents. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, 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 year-end audit adjustments). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1November 7, 20042012, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except for routine correspondence, such as listed comment letters and notices of effectiveness in Schedule 3(f)connection with previously filed registration statements or periodic reports publicly available on E▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except The Company has made available to Purchaser each statement, report, registration statement (with each prospectus in the form filed pursuant to Rule 424(b) of the Securities Act of 1933, as disclosed in Schedule 3(famended (the "SECURITIES ACT")), definitive proxy statement, and other filing filed with the Securities and Exchange Commission ("SEC") by the Company since January 1December 31, 20041998 (collectively, the "COMPANY SEC DOCUMENTS"). In addition, the Company has timely filed made available to Purchaser all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant exhibits to the reporting requirements of the 1934 Act (all of the foregoing Company SEC Documents 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")hereof. As of their respective dates (except as they have been correctly amended)filing dates, the Company SEC Documents were filed on a timely basis and complied in all material respects with the 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 Company SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 made therein, in light of the circumstances under in which they were made, not misleadingmisleading except to the extent corrected by a subsequently filed Company SEC Document. As of their respective dates (except as they have been properly amended), the The financial statements of the Company Company, including the notes thereto, included in the Company 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 "COMPANY FINANCIAL STATEMENTS") (i) have been prepared in accordance with the published regulations of the SEC and in accordance with generally accepted accounting principles, consistently applied, during the periods involved principles ("GAAP") (except (i) to the extent as may be otherwise indicated in such financial statements or the notes thereto or and with respect to interim Company Financial Statements included in Quarterly Reports on Form 10-QSB (promulgated under the Exchange Act), as required by Form 10-QSB) and (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 respective dates thereof and the results of its operations and cash flows for the periods then ended indicated (subjectincluding, in the case of any unaudited interim financial statements, to reasonable estimates of normal and recurring year-end audit adjustments). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004As of the Effective Time, the Company has timely filed met all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting of its filing requirements of periodic reports under Section 13 or Section 15(d) of Securities Exchange Act of 1934, as amended (the “1934 Act Act”) (all of the foregoing filed prior to the date hereof hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the SEC whether required to be filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to Form 8-K) and financial statements statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). Upon request by the Holder, the Company has delivered or has made available to the Holder or its representatives true, correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇ system. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). Except as listed No other information provided by or on behalf of the Company to the Holder which is not included in Schedule 3(fthe SEC Documents (including, without limitation, information 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 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, 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 has received no notices currently aware of facts or correspondence from circumstances which would require the SEC since January 1Company to amend or restate any of the Financial Statements, 2003in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The SEC Company has not commenced any enforcement proceedings against been informed by its independent accountants that they recommend that the Company amend or restate any of its subsidiariesthe Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1March 31, 20042021, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, Since 1999 -------------------------------------- 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 under 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 therein, being hereinafter referred to as the "SEC Documents"). As of their respective dates (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 The Company has delivered to the Investor or its representatives, or made available through the SEC's website at http://www.sec.gov, true and comple▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇e SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (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 dates (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), No other information provided by or on behalf of the Company has received no notices or correspondence from to the Investor, which is not included in the SEC since January 1Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, 2003. The SEC has in the light of the circumstances under which they were made, not commenced any enforcement proceedings against the Company or any of its subsidiariesmisleading.

SEC Documents; Financial Statements. Except as disclosed The Company has filed ----------------------------------- in Schedule 3(f)a timely manner all required reports, proxy statements, forms, and other documents with the Securities and Exchange Commission (the "SEC") since January 1, 20041996 (collectively, 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"). As Each of their respective dates (except as they have been correctly amended), the SEC Documents Documents, as of its respective date complied in all material respects with the requirements of the 1934 Securities Act and the Securities Exchange Act of 1934, as amended (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, except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document filed and publicly available prior to the date of this Agreement, none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 of their respective dates (except as they have been properly amended), the The financial statements of the Company and its consolidated subsidiaries 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 principles, consistently applied, principles 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 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 recurring audit adjustments). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1August 27, 20042009, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1August 27, 20032009. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely filed all reports, schedules, forms, statements and other documents SEC Documents required to be filed by it with the SEC pursuant under of the Exchange Act. The Company has delivered to the reporting requirements Investor or its representative, or made available through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and complete copies 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"). As of their respective dates (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 SEC (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 dates (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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 and, fairly present in all material respects the financial position of the Company as of the dates thereof and hereof 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). Except as listed in Schedule 3(f), No other information provided by or on behalf of the Company has received no notices or correspondence from to the Investor which is not included in the SEC since January 1Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, 2003. The SEC has in the light of the circumstances under which they were made, not commenced any enforcement proceedings against the Company or any of its subsidiariesmisleading.

SEC Documents; Financial Statements. Except as disclosed Cisco has made available to Pirelli each statement, report, registration statement (with the prospectus in Schedule 3(fthe form filed pursuant to Rule 424(b) of the Securities Act), since January 1definitive proxy statement, 2004, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filings filed by it with the SEC pursuant to the reporting requirements of the 1934 Act by Cisco since July 31, 1999, (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 collectively, the "SEC Documents"). In addition, Cisco has made available to Pirelli all exhibits to the SEC Documents filed prior to the date hereof, and will promptly make available to Pirelli all exhibits to any additional SEC Documents filed prior to the Closing Date As of their respective dates (except as they have been correctly amended)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 DocumentsSecurities Act, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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 made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed SEC Document. As of their respective dates (except as they have been properly amended), the The financial statements of Cisco, including the Company notes thereto, included in the SEC Documents (the "Cisco Financial Statements") were complete and correct in all material respects as of their respective dates, 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 thereto as of their respective dates, and have been prepared in accordance with generally accepted accounting principles, consistently applied, during US GAAP applied on a 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 thereto or (ii) or, in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). The Cisco Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Cisco 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, (a) The American Depositary Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act. The Company has timely delivered or made available (by filing on the SEC’s electronic data gathering and retrieval system (▇▇▇▇▇)) to Purchaser complete copies of its most recent Annual Report on Form 10-K and each subsequent Quarterly Report on Form 10-Q, and any report on Form 8-K, in each case 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 Execution Date (the "“SEC Documents"”). As of their respective dates (except as they have been correctly amended)its date, the each SEC Documents Document complied in all material respects with the requirements of the 1934 Act Exchange Act, and the rules and regulations of the SEC promulgated thereunder other Laws applicable to the it, and, as of its date, such SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), contained Document 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. No inquiries or any other investigation conducted by or on behalf of Purchaser or its representatives or counsel will modify, amend or affect Purchaser’s right to rely on the truth, accuracy and completeness of the SEC Documents and the Company’s representations and warranties contained in this Agreement. (b) There are no outstanding or unresolved comments in comment letters received from the SEC or its staff. (c) As of their respective dates the Execution Date, other than the transactions that are the subject of this Agreement and the Collaboration Agreement, no material fact or circumstance exists that would be required to be disclosed in a current report on Form 8-K or in a registration statement filed under the Securities Act, were such a registration statement filed on the date hereof, that has not been disclosed in an SEC Document. (except as they have been properly amended)d) The financial statements, together with the financial statements related notes, of the Company included in the SEC Documents complied comply as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC and all other applicable rules and regulations with respect thereto. Such financial statements statements, together with the related notes and schedules, have been prepared in accordance with generally accepted accounting principles, consistently applied, GAAP 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 not include footnotes or may be condensed or summary statements) ), and fairly present in all material respects the financial position condition 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). (e) The American Depositary Shares are listed on Nasdaq, and the Company has taken no action designed to, or that to its knowledge is likely to have the effect of, terminating the registration of the American Depositary Shares under the Exchange Act or delisting the American Depositary Shares from Nasdaq. Except as listed in Schedule 3(f)As of the Execution Date, the Company has not received any notification that, and has no notices or correspondence from knowledge that, the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesNasdaq is contemplating terminating such registration or listing.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f)Since June 30, since January 1, 20041997, 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 to such documents) incorporated by reference therein therein, being hereinafter referred to herein as the "SEC Documents"). The Company has made available to each Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). As of their respective dates (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto thereto, 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 year-end audit adjustments). Except as listed set forth in Schedule 3(f)the financial statements of the Company included in the SEC Documents, the Company has received no notices liabilities, contingent or correspondence from otherwise, other than (i) liabilities incurred in the SEC since January 1ordinary course of business subsequent to June 30, 2003. The SEC has 1999 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not commenced any enforcement proceedings against required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the Company aggregate, are not material to the financial condition or any operating results of its subsidiariesthe Company.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since Since January 1, 20042006, 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 incorporated by reference therein being hereinafter referred to as the "“SEC Documents"”). The Company has delivered to the Purchaser or its representatives true and complete copies of any SEC Documents that were not filed electronically via E▇▇▇▇. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely 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")”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates (except as they have been correctly amended)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 SEC (except as they may have been properly amended)when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), 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, consistently applied, principles applied on a 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 and except that unaudited interim statementsfinancial statements may not contain all footnotes required by GAAP, 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). Except as listed publicly available through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (▇▇▇▇▇) or in Schedule 3(f)connection with a confidential treatment request submitted to the SEC, the Company has received no notices or correspondence from the SEC since January 1for the one year preceding the date hereof other than SEC comment letters relating to the Company’s filings under the Exchange Act and the Securities Act. There are no “open” SEC comments. To the Company’s knowledge, 2003. The the SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1December 31, 20042017, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1Since April 14, 2004, 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 incorporated by reference therein being hereinafter referred to as the "SEC Documents"). The Company has delivered to or otherwise made available to the Buyers or their respective representatives true and complete copies of the SEC Documents. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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, 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). Except as listed in Schedule 3(f), No other information provided by or on behalf of the Company has received no notices or correspondence from to the Buyers which is not included in the SEC since January 1Documents, 2003including, without limitation, information referred to in Section 2(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. The SEC has not commenced any enforcement proceedings against Neither the Company nor any of its Subsidiaries or any of its subsidiariestheir officers, directors, employees or agents have provided the Buyers with any material, nonpublic information.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 20042012, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or for routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the Company (a) Clearwire has timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated in those documents) with the SEC required to be filed by it Clearwire in connection with and since its initial public offering (the “SEC Documents”). The SEC Documents include, without limitation, the final prospectus filed by Clearwire under Rule 424(b)(4) on March 8, 2007 (SEC File Number 333-139460), the Annual Report on Form 10-K filed by Clearwire on March 13, 2008, the Quarterly Reports on Form 10-Q filed by Clearwire on May 15, 2007, August 9, 2007 and November 14, 2007, the Current Reports on Form 8-K filed by Clearwire and all of its other statements, schedules and registration statements filed with the SEC pursuant to the reporting requirements SEC. (b) As of the 1934 Act (all dates 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"). As of their respective dates (except as they have been correctly amended)filings, the SEC Documents complied in all material respects as to form with the requirements of the 1934 Securities Act and the rules and regulations of the SEC promulgated thereunder Exchange Act applicable to the such SEC Documents, and as the case may be. (c) Except to the extent that information contained in any SEC Document has been revised, amended, supplemented or superseded by a later-filed SEC Document, none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), contained Documents contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein in the SEC Documents or necessary in order to make the statements thereinin the SEC Documents, in light of the circumstances under which they were made, not misleading. As of their respective dates . (except as they have been properly amended), the financial statements d) Each of the Company Financial Statements (including the related notes) of Clearwire included in the SEC Documents complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been , was prepared in accordance with generally accepted accounting principlesprinciples in the United States (“GAAP”) (except, consistently appliedin the case of unaudited statements, as permitted by the rules and regulations of the SEC) 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 statementsthereto) and fairly present presented in all material respects the consolidated financial position of the Company Clearwire and its consolidated Subsidiaries as of the dates thereof of the SEC Documents 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). Since December 31, 2007, Clearwire has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. (e) Except as listed disclosed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1Documents filed by Clearwire and publicly available before the Execution Date, 2003neither Clearwire nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent, determined, determinable or otherwise) that (i) as of the Execution Date, would have been required to be included on a consolidated balance sheet (or the footnotes thereto) of Clearwire prepared in accordance with GAAP or (ii) individually or in the aggregate have had or would reasonably be expected to result in a Clearwire Material Adverse Effect. (f) Clearwire has furnished or made available to Sprint and the Investors a complete and correct copy of any amendments or modifications that have not yet been filed with the SEC to agreements, documents or other instruments that previously had been filed by Clearwire with the SEC as exhibits to the SEC Documents under the Securities Act and the rules and regulations promulgated under the Securities Act or the Exchange Act. (g) Clearwire has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) designed to ensure that material information relating to Clearwire, including its consolidated Subsidiaries, is made known to Clearwire’s principal executive officer and its principal financial officer by others within those entities. The SEC To the Knowledge of Clearwire, such disclosure controls and procedures are effective in timely alerting Clearwire’s principal executive officer and principal financial officer to material information required to be included in Clearwire’s periodic reports required under the Exchange Act. (h) Clearwire and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of Clearwire’s financial reporting and the preparation of the Financial Statements of Clearwire for external purposes in accordance with GAAP. Clearwire has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to Clearwire’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Clearwire’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not commenced material, that involves management or other employees who have a significant role in internal controls. Clearwire has made available to Sprint and the Investors a summary of any enforcement proceedings against the Company such disclosure made by management to Clearwire’s auditors and audit committee. (i) There are no outstanding loans or other extensions of credit made by Clearwire or any of its subsidiariesSubsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Clearwire. Clearwire has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (j) As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the SEC Documents. To the Knowledge of Clearwire, none of the SEC Documents is subject to ongoing review or outstanding SEC comment or investigation. (k) Since January 1, 2007, (i) neither Clearwire nor any of its Subsidiaries nor, to the Knowledge of Clearwire, any director, officer, employee, auditor, accountant or representative of Clearwire or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Clearwire or any of its Subsidiaries or their respective internal accounting controls, which asserts that Clearwire or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing Clearwire or any of its Subsidiaries, whether or not employed by Clearwire or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Clearwire or any of its officers, directors, employees or agents to Clearwire’s Board of Directors or any committee thereof or to any director or officer of Clearwire. (l) No Subsidiary of Clearwire has a class of securities required to be registered under the Exchange Act.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f)Since June 27, since January 1, 20042000, 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 under 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 therein, being hereinafter referred to as the "SEC Documents"). As of their respective dates (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 The Company has delivered to the SEC DocumentsInvestor or its representatives, or made available through the SEC's website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and none complete copies of the SEC Documents, at the time they were filed with the SEC (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 dates (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), No other information provided by or on behalf of the Company has received no notices or correspondence from to the Investor which is not included in the SEC since January 1Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, 2003. The SEC has in the light of the circumstances under which they were made, not commenced any enforcement proceedings against the Company or any of its subsidiariesmisleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004During 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 Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the ▇▇▇▇▇ system. As of their respective dates (except as they have been correctly amended)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 (except as they may have been properly amended)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 (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), No other information provided by or on behalf of the Company has received no notices or correspondence from to the Buyers which is not included in the SEC since January 1Documents, 2003. The SEC has including, without limitation, information referred to in Section 2(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 commenced any enforcement proceedings against the Company or any of its subsidiariesmisleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1June 30, 20042015, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1September 30, 20042018, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1March 31, 20042017, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries are not on the date hereof the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1February 10, 20042011, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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 promulgated in the U.S., 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 statementsfootnotes) 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariessubsidiaries are not presently the subject of any inquiry, investigation or action by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, 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"). As of their respective dates (except as they have been correctly amended)----------------------------------- filing dates, the Purchaser 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 Purchaser SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), ------------ 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 made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected or supplemented by a subsequently filed Purchaser SEC Document. As of their respective dates (except as they have been properly amended), the The financial statements of Purchaser, including the Company notes thereto, included in the Purchaser SEC Documents (the "Purchaser --------- Financial Statements") 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 thereto as of their respective dates, and have been prepared in accordance with generally accepted accounting principles, consistently applied, during GAAP applied on a 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 thereto or (ii) or, in the case of unaudited interim statementsstatements included in Quarterly Reports on Forms 10-Q, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). The Purchaser Financial Statements fairly present in all material respects and accurately reflect the consolidated financial position condition and operating results of the Company as of Purchaser 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 year-end audit adjustments). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1December 31, 20042003, 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"”). As of their respective dates (except as they have been correctly properly 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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1June 30, 20032005. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1June 30, 20042016, 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"”). As of their respective dates (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 SEC (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 dates (except as they have been properly amended), 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, 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). Except as listed disclosed in Schedule 3(f)) or routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available on ▇▇▇▇▇, to the Company has received no notices or correspondence from the SEC since January 1Company’s knowledge, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.Subsidiaries are not presently the subject of any inquiry, investigation or action by the SEC. 

SEC Documents; Financial Statements. Except The Common Stock of the Company is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as disclosed in Schedule 3(famended (the “1934 Act”), since January 1, 2004, and 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 including filings incorporated by reference therein being hereinafter referred to herein as the "“SEC Documents"”). As At the times of their respective dates (except as they have been correctly amended)filings, the SEC Documents Reports 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 Documentsthereunder. The Reports did not, and none of the SEC Documentsdo not, at the time they were filed with the SEC (except as they may have been properly amended), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended)dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements Regulation S-X and the all other published rules and regulations of the SEC with respect theretoSEC. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, principles (“GAAP”) 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 not include 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely 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 12 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"”). As of their respective dates (except as they have been correctly amended)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 SEC (except as they may have been properly amended)when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), 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, consistently applied, principles applied on a 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 and except that unaudited interim statementsfinancial statements may not contain all footnotes required by GAAP, 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). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since Since January 1, 20042001, 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 under of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof and all amendments thereto 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"). As of their respective dates (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 The Company has delivered to the SEC DocumentsInvestor or its representatives, or made available through the SEC's website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and none complete copies of the SEC Documents, at the time they were filed with the SEC (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 dates (except as they have been properly amended)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, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto 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). Except as listed in Schedule 3(f), No other information provided by or on behalf of the Company has received no notices or correspondence from to the Investor which is not included in the SEC since January 1Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, 2003. The SEC has in the light of the circumstances under which they were made, not commenced any enforcement proceedings against the Company or any of its subsidiariesmisleading.