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, 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 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 XXXXX, 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, 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 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 XXXXX, 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, 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 XXXXX, 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, 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 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 XXXXX, 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, 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 XXXXX, 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 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 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 XXXXX, 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, 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, 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, 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, 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 EXXXX, 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 XXXXX 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 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) Since December 31, 2004, the Company has timely Acquiror and its Subsidiaries have filed all reports, schedulesregistrations, forms, and statements and other documents they were required to be filed by it file with the SEC pursuant under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including, but not limited to Acquiror’s Annual Reports on Form 10-K, Forms 10-Q, Form 8-K, registration statements, definitive proxy statements, and information statements (collectively, the “Acquiror SEC Documents” which for purposes of clarity includes Subsidiary SEC Documents). Acquiror has provided or made available via EXXXX to the reporting requirements Company 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 "Acquiror SEC Documents", each in the form (including exhibits and any amendments thereto) filed with the SEC (or, if not so filed, in the form used or circulated). As of their respective dates (except as they have been correctly amended), and without giving effect to any amendments or modifications filed after the SEC Documents complied in all material respects with the requirements date of this Agreement) each of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Acquiror SEC Documents, including the financial statements, exhibits, and none schedules thereto, filed or circulated prior to the date hereof complied (and each of the Acquiror SEC DocumentsDocuments filed prior to the Merger will comply) as to form with applicable Securities Laws and did not (or, at in the time they were case of reports, statements, or circulars filed with after the SEC (except as they may have been properly amended)date of this Agreement, contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference 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 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 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 Parent has made available to the Company a true and complete copy of each statement, report, registration statement (with the prospectus in Schedule 3(fthe form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other documents filed with the SEC by Parent as filed by Parent since January 1, 20042001, and, prior to the Effective Time, Parent will have furnished or made available to Company true and complete copies of any additional documents filed with the SEC by Parent prior to the Effective Time (collectively, the "Parent SEC Documents"). The Company acknowledges and agrees that all Parent SE Documents are available through the XXXXX system. Parent has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant SEC. All documents required to be filed as exhibits to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof Parent SEC Documents have been so filed, and all material contracts so filed as exhibits included therein are in full force and financial statements effect, except those that have expired in accordance with their terms, and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents")Parent is not in default thereunder. As of their respective dates (except as they have been correctly amended)filing dates, the Parent SEC Documents 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 Parent 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 Parent SEC Document. As The financial statements of Parent, including the notes thereto, included in the Parent SEC Documents (the "Parent Financial Statements") were complete and correct in all material respects 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 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 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 Parent Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Parent 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 On or prior to the date of this Agreement, Parent shall obtain not less than $150,000 in Schedule 3(f), the Company has received no notices or correspondence additional financing. Within 90 days from the date of this Agreement, Parent shall obtain not less than an additional $1.5 million in additional financing. Such additional funding shall be disclosed in the appropriate SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesDocuments.

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 XXXXX, 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 filed in a timely manner all documents that the Company was required to file with the Securities and Exchange Commission (the "Commission") under Sections 13, 14(a) and 15(d) of the Securities Exchange Act of 1934, as disclosed in Schedule 3(famended (the "Exchange Act"), 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")its initial public offering. As of their respective dates filing dates, all documents filed by the Company with the Commission (except as they have been correctly amended), the "SEC Documents Documents") complied in all material respects with the requirements of the 1934 Exchange Act and or the rules and regulations Securities Act, as applicable. 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 (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto. Such financial statements The 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) principles applied on a consistent basis and fairly present in all material respects the consolidated financial position of the Company as and any of its subsidiaries 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 normal, recurring adjustments). Except as listed set forth or reflected in Schedule 3(f)the SEC Documents filed prior to the date hereof, the Company has received no notices does not have any liabilities or correspondence from obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesaggregate would be expected to have a Material Adverse Effect.

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 xxx 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 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 XXXXX, 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, 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)(a) AMH has made available to ARPI (by public filing with or furnishing to the SEC or otherwise) a true and complete copy of each report, since January 1schedule, 2004, the Company has timely registration statement and definitive proxy statement filed all reports, schedules, forms, statements and other documents required to be filed or furnished by it AMH with the SEC pursuant to since December 31, 2013 (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 "“AMH SEC Documents"”). As of their respective dates (except as they have been correctly amended)dates, the AMH SEC Documents (other than preliminary materials) complied in all material respects with the requirements of the 1934 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 AMH SEC Documents, Documents and none of the AMH SEC Documents, at the time they were filed with of filing or being furnished (or effectiveness in the SEC (except as they may have been properly amendedcase of registration statements), 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 to the extent such statements have been properly amended)modified or superseded by later AMH SEC Documents filed, or deemed furnished and not filed, and publicly available prior to the financial date of this Agreement and provided that no representation or warranty is made hereunder as to statements of the Company included made or incorporated by reference in the SEC Documents complied Form S-4 or the Prospectus/Proxy Statement that were not supplied by or on behalf of AMH or AMH OP. Except as previously made available to form in all material respects with applicable accounting requirements ARPI, AMH does not have any outstanding and the published rules and regulations of unresolved comments from 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 AMH SEC Documents. No AMH Subsidiary is required to file any form or may be condensed or summary statements) and fairly present in all material respects report with 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 subsidiariesSEC.

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)(a) Comet has filed or furnished all registration statements, since January 1prospectuses, 2004, the Company has timely filed all reports, schedules, forms, statements and other documents (including exhibits and any amendments thereto) required to be so filed or furnished by it with the SEC pursuant since January 1, 2015 (collectively, the “Comet Reports”). Comet has made available to Moon copies of all material comment letters from the SEC and Comet’s responses thereto since January 1, 2015 through the date of this Agreement that are not otherwise publicly available. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the reporting requirements Comet Reports. As of the 1934 Act (all date of this Agreement, no Subsidiary of Comet is required to file any registration statement, prospectus, report, schedule, form, statement or any other document with the foregoing filed prior SEC. No Subsidiary of Comet is, or since January 1, 2016 has been, subject to any requirement to file periodic reports under the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents")Exchange Act. As of their respective dates (except or, if amended, as they have been correctly amendedof the date of such amendment), the SEC Documents Comet Reports complied in all material respects with the applicable requirements of the 1934 Exchange Act, the Securities Act and complied in all material respects with the rules and regulations applicable accounting standards. As of their respective dates (or, if amended, as of the SEC promulgated thereunder applicable to the SEC Documents, and none date of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amendedsuch amendment), contained the Comet Reports 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 made 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 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, 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 EXXXX, 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, 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 1, 2004, the (i) The Company has timely filed or furnished all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished by it with the SEC pursuant to Company since the reporting requirements of Reference Date (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 of filing, or, in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, and if amended or superseded prior to the date of this Agreement, then as they have been correctly amended)of the date of such later filing, the SEC Documents complied as to form in all material respects with the requirements of the 1934 Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documentsthereto, 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 Each SEC Document that is a registration statement, as they have been properly amended), if applicable, filed pursuant to the financial statements Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. The Company included in has made available to Parent all correspondence with the SEC Documents complied since the Reference Date and, as to form in all material respects with applicable accounting requirements and of the published rules and regulations date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during to any of 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 statementsSEC Documents and, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position Knowledge of the Company Company, as of the dates thereof and the results date of its operations and cash flows for the periods then ended (subjectthis Agreement, in the case none 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 Documents is the subject of any enforcement proceedings against ongoing review by the Company or any of its subsidiariesSEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f)As of the Closing, since January 1, 2004, the Company Paramco 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)dates, the SEC Documents substantially 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 Paramco included in the SEC Documents substantially 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 substantial 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 Paramco 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 Paramco to the Sellers which is not included in Schedule 3(f)the SEC Documents, including, without limitation, 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 circumstances under which they are or were made, not misleading. 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 subsidiariesofficers, directors, employees or agents has provided the Sellers with any material, non-public information.

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), 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 XXXXX, 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 XXXXX, 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, 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 XXXXX, 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 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)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”) XXXXX 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, 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 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 complexx xxxxxx xx xxe 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 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 EXXXX, 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 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 XXXXX, 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 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, 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 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 XXXXX. 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 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 XXXXX, 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 XXXXX 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, 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 XXXXX, 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 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 complxxx xxxxxx xx xxx 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, the The Company has timely filed all reports, schedules, forms, statements delivered to each Debtholder or made available through the SEC’s XXXXX 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 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 complexx xxxxxx xx xxe 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, 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 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 EXXXX, 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, 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 XXXXX, 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, 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 EXXXX, 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 at least December 31, since January 1, 20041997, the Company Purchaser 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 Section 13(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act Act") through and including the Form 10-QSB for the period ended September 30, 2002, (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 Purchaser has delivered to the Target Company or its representatives, or they have had access through XXXXX, 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 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 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 Purchaser 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 written information provided by or on behalf of the Purchaser to the Target Company which is not included in Schedule 3(f), the Company has received no notices or correspondence from the SEC since January 1Documents, 2003including, without limitation, this Agreement and the Schedules and Exhibits attached hereto, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. The SEC has not commenced any enforcement proceedings against the Company Purchaser, or any of its subsidiariesofficers, directors, employees, or agents have not provided the Target Company with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Target Company by the Purchaser or any of its officers, directors, employees, or agents prior to the Closing Date shall be publicly disclosed by the Purchaser prior to the Closing Date.

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 “SEC Documents”) with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the 1934 Securities Exchange Act of 1934, as amended (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents"“Exchange Act”). 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 Securities Act 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 or contain any untrue statement of a material fact or omitted or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended)the filing date, 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 The financial statements of the Company 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 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 The Company has received no notices or correspondence from never been an issuer subject to Rule 144(i) under the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSecurities Act.

SEC Documents; Financial Statements. Except as disclosed specified in Schedule 3(f2.1(j), since January 1, 2004, the Company has timely filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to three years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated (or such shorter period as the Company was required by reference therein law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement the ")Disclosure Materials") 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 All material agreements to which the Company is a party or to which the property or assets of their respective dates (except as they the Company are subject have been properly amended), filed as exhibits to the SEC Documents as required. The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, 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 Since March 31, 1998, except as listed specifically disclosed in the SEC Documents or Schedule 3(f2.1(j), (a) there has been no event, occurrence or development that has or that could result in a Material Adverse Effect, (b) 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.not

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 EDGAR system. As of their respective dates (except as they have been correctly amended)dates, the SEC Documents complied comxxxxx 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 The Company has filed in Schedule 3(f), since January 1, 2004, a timely manner all documents that the Company has timely filed all reports, schedules, forms, statements and other documents was required to be filed by it file with the SEC pursuant to the reporting requirements Commission under Sections 13, 14(a) and 15(d) of the 1934 Exchange Act (all of during the foregoing filed prior to 12 months preceding 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")of this Agreement. As of their respective filing dates (except as they have been correctly or, if amended prior to the date of this Agreement, when amended), all documents filed by the Company with the Commission since January 1, 2018 (the “SEC Documents Documents”) complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documents, and none thereunder. None of the SEC Documents, at the time they were filed with the SEC (except Documents as they may have been properly amended), of their respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements 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 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“Financial Statements”) 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 present fairly present in all material respects the financial position condition, results of operations and cash flows of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (subjectexcept as otherwise noted therein). Xxxxxx & Xxxxx, PLLC, who have certified certain financial statements of the Company and delivered their report with respect to the audited consolidated financial statements and schedules included in the case of unaudited statementsSEC Documents through the year ended December 31, 2017, were (through such date) independent public accountants with respect to normal year-end audit adjustments). Except as listed in Schedule 3(f), the Company has received no notices or correspondence from within the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against meaning of the Company or any of its subsidiariesSecurities Act and the applicable published rules and regulations thereunder.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 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 disclosed in Schedule 3(f)) or for comment letters and notices of effectiveness in connection with previously filed registration statements, the Company has received no notices or correspondence from the SEC since January 1, 20032009. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesSubsidiaries.

SEC Documents; Financial Statements. Except as disclosed Parent has made available (including via XXXXX) to Company 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 Parent since September 30, 1997 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as collectively, the "Parent SEC Documents"). In addition, Parent has made or will make (as the case may be) available (including via XXXXX) to Company all exhibits to the Parent SEC Documents which are filed prior to the Effective Time. As of their respective dates (except as they have been correctly amended)filing dates, the Parent 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 Parent 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 Parent SEC Document. As The financial statements of Parent, including the notes thereto, included in the Parent SEC Documents (the "Parent Financial Statements") were complete and correct in all material respects 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 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 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 Parent Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Parent 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 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), As of their respective filing dates (i) each quarterly and other report and registration statement (without exhibits) filed by the Company with the SEC 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 2000 (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 respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the applicable requirements of the 1934 Securities Act of 1933 and the rules and regulations Securities Exchange Act of 1934, as the SEC promulgated thereunder applicable to the SEC Documentscase may be, and (ii) none of the Company SEC Documents, at Documents contained as of the time they were filed with the SEC (except as they may have been properly amended), contained date when made 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 Company SEC Document subsequently which has been filed with the SEC prior to the date of this Agreement. As of their respective dates (except as they have been properly amended), the The financial statements of the Company included in the Company SEC Documents complied (the "Company Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance conformity with generally accepted accounting principles, GAAP consistently applied, during the periods involved applied (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim financial statements, to as permitted by the extent they may exclude footnotes or may be condensed or summary statementsrules and regulations of the SEC) and fairly present fairly, in all material respects respects, the financial position of the Company as of at 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 yearnormal, recurring and certain non-end recurring audit adjustmentsadjustments and the unaudited statements may not include all footnotes required to comply with GAAP). 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 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 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 XXXXX, 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)The Company has filed each statement, annual, quarterly and other report, registration statement and definitive proxy statement with the U.S. Securities and Exchange Commission ("SEC") that the Company has been required to file 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 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)filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (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. 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 (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance 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) or, in the case of unaudited interim statements, to as permitted by the extent they may exclude footnotes or may be condensed or summary statementsSEC) and fairly present in all material respects the financial position of the Company as of at 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 normal, recurring audit adjustments). There has been no change in the Company's accounting policies except as may be described in the notes to the Financial Statements. Except as listed disclosed in Schedule 3(f)the SEC Documents filed through the date hereof, the Company has received no notices not incurred any liabilities of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or correspondence from otherwise, that, individually or in the SEC since January 1aggregate, 2003. The SEC has not commenced any enforcement proceedings against would have a material adverse effect on the assets, liabilities, business, financial condition, results of operations or prospects of the Company other than liabilities under or any of its subsidiariescontemplated by this Agreement.

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, (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")”) 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 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 at least September 14, since January 1, 20042006, the Company has timely filed all reports, schedules, forms, and statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein therein, being hereinafter referred to herein as the "“SEC Documents"”). As For purposes of this Agreement, “Timely Filed” shall mean that the applicable document was filed (i) by its original due date under the 1934 Act, or, if a request for an extension was timely filed, (ii) by such extended due date. True and complete copies of the SEC Documents are available on the SEC’s internet website (xxx.xxx.xxx), except for such exhibits and incorporated documents. Except as provided in the comment letter received from the SEC dated May 7, 2007, 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 Except as provided in the comment letter received from the SEC dated May 7, 2007, 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). Except as provided in the comment letter received from the SEC dated May 7, 2007, as of their respective dates (except as they have been properly amended)dates, the financial statements of the Company (and the Buyers thereto) 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 the date of the Company’s most recent 10-QSB or 10-KSB and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, 2003. The SEC has which, 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 January 1October 14, 2004, 2015 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 XXXXX, 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 Common Stock of the Company is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as disclosed in Schedule 3(f), since January 1, 2004, amended (the "Exchange Act") 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 Exchange Act, including material filed pursuant to Section 13(a) or 15(d), in addition to one or more registration statements and amendments thereto heretofore filed by the Company with the SEC (all of the foregoing (including filings incorporated by reference therein), in each case filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein April __, 1997 being hereinafter referred to herein as the "SEC Documents"). The Company has delivered or made available to the Investor true and complete copies of the quarterly and annual (including, without limitation, proxy information and solicitation materials) SEC Documents filed with the SEC since April 30, 1994. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. 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 except as set forth on Schedule 2.1(f) 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 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 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 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.the

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, the Company has received no such as comment letters and notices or correspondence from the SEC since January 1of effectiveness in connection with previously filed registration statements, 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 15.8.1. The Borrower has furnished to the Banks copies of the Borrower’s most recent Annual Report as disclosed in Schedule 3(f), since January 1, 2004, filed with the Company SEC. The Borrower represents and warrants that: (a) the Annual Report has timely been duly 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 and when 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 was in compliance in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Annual Report; and (b) the SEC DocumentsAnnual Report was complete and correct in all material respects as of its date and, and none as of the SEC Documentsits date, 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 made therein, in light of the circumstances under which they were made, not misleading. As The Borrower has provided the Banks with a copy of their respective dates each document submitted to the SEC on Form 6-K since January 1, 2008 (except as they “the 6K Reports”). The Borrower represents and warrants to the Banks that: (i) the 6K Reports have been properly amended), the financial statements of the Company included in duly submitted to the SEC Documents complied as to form and when submitted were in compliance in all material respects with applicable accounting the requirements of law relating to the 6K Reports; 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) 6K Reports were complete and fairly present correct in all material respects as of their respective dates and, as of such dates, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the financial position statements made therein, in light of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subjectcircumstances under which they were made, 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 subsidiariesmisleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004During the two years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof 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 XXXXX 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), 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 The Company’s Annual Report on Form 10-K (as disclosed in Schedule 3(famended on Form 10-K/A) for the fiscal year ended December 31, 2002 and the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2003 and June 30, 2003 (as amended on Form 10-Q/A) (collectively, the “SEC Documents”), since January 1in each case, 2004, as filed by the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant Securities and Exchange Commission (the “Commission”) have been made available 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")Purchaser. As of their respective dates (except as they have been correctly amended), the The SEC Documents complied conform in all material respects with to the requirements of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations of the Commission thereunder. The SEC promulgated thereunder applicable to the SEC Documents, and none Documents did not as of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), contained their dates 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 made therein, in light of the circumstances under in 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 (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto. Such financial statements Except as may be indicated in the notes to the 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 present, in all material respects respects, the consolidated financial position of the Company as of and its subsidiaries at the dates thereof and the consolidated results of its operations their operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit normal, recurring 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, 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 hxxx://xxx.xxx.xxx, 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 The Issuer has filed in Schedule 3(f), since January 1, 2004, a timely manner all documents that the Company has timely filed all reports, schedules, forms, statements and other documents Issuer was required to be filed by it file with the SEC pursuant to the reporting requirements Commission under Sections 13, 14(a) and 15(d) of the 1934 Act (all of Exchange Act, and with 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")Nasdaq National Market since its initial public offering. As of their respective dates filing dates, all documents filed by the Issuer with the Commission (except as they have been correctly amended), the "SEC Documents DOCUMENTS") complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as applicable, and all documents required to be filed as exhibits to the rules and regulations SEC Documents have been so 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 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 Issuer included in the SEC Documents complied (the "FINANCIAL STATEMENTS") were complete and correct in all material respects as of their respective dates and comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto. Such financial statements The 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) GAAP and fairly present in all material respects the consolidated financial position of the Company as of Issuer and its Subsidiaries 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 the lack of full footnote disclosure and to normal, recurring 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 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 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 http://xxx.xxx.xxx, xxue 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 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 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 XXXXX. 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)As of the Closing, since January 1, 2004, the Company Paramco 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)dates, the SEC Documents substantially 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 Paramco included in the SEC Documents substantially 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 substantial 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 Paramco 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 Paramco to the Seller which is not included in Schedule 3(f)the SEC Documents, including, without limitation, 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 circumstances under which they are or were made, not misleading. 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 subsidiariesofficers, directors, employees or agents has provided the Seller with any material, non-public information.

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 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 XXXXX system. 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 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 principlesGAAP, 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 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 XXXXX, 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 Since at least January 19, 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"). The Company has delivered to the Investor ------------- or its representatives, or they have had access through EDGAR to, true and complete copies of the SEC Documents. As of their xxxxr 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)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 (iI) as may be otherwise indicated in such financial statements or the notes thereto thereto, or (iiII) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as listed in Schedule 3(f), No other written 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, 2003including, without limitation, information referred to in Section 4(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. The SEC has Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not commenced publicly disclosed prior to the date hereof and any enforcement proceedings against material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of its subsidiariestheir officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1March 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 XXXXX, 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), 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 1June 30, 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 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 XXXXX, 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 reports required to be filed by it with under the SEC Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the reporting requirements of the 1934 Act (all of the foregoing filed prior to three years preceding the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated (or such shorter period as the Company was required by reference therein law to file such material) (the foregoing materials being hereinafter collectively referred to herein as the "SEC DocumentsDOCUMENTS" and, together with the Schedules to this Agreement the ")DISCLOSURE MATERIALS") 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 All material agreements to which the Company is a party or to which the property or assets of their respective dates (except as they the Company are subject have been properly amended), filed as exhibits to the SEC Documents as required. The financial statements of the Company included in the SEC Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, ("GAAP") 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 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 Since December 31, 1997, except as listed specifically disclosed in Schedule 3(f)the SEC Documents, (a) there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect, (b) the Company has not incurred any liabilities (contingent or otherwise) other than (x) liabilities incurred in the ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (c) the Company has not altered its method of accounting or the identity of its auditors and (d) the Company has not declared or made any payment or distribution of cash or other property to its stockholders or officers or directors (other than in compliance with existing Company stock option plans or salary paid in accordance with existing employment agreements or otherwise made in the ordinary course consistent with prior practice) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of its capital stock. The Company last filed audited financial statements with the Commission on March 31, 1998, and has not received no notices or correspondence any comments from the SEC since January 1, 2003. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiariesCommission in respect thereof.

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 (a) The Common Stock is registered pursuant to Section 12(b) of the Exchange Act. Outlook has delivered or made available (by filing on the SEC's electronic data gathering and retrieval system (EXXXX)) to Syntone complete copies of its most recent Annual Report on Form 10-K for the fiscal year ended September 30, 2019 and its most recent Quarterly Reports on Form 10-Q for the quarters ended December 31, 2019 and March 31, 2020, and any other report on Form 8-K, proxy or information statement and registration statement and/or prospectus in Schedule 3(f), since January 1, 2004, the Company has timely 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 on or after October 1, 2019 and 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 (collectively, 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 other federal, state and local laws, rules and regulations of the SEC promulgated thereunder 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. As Further, all disclosure provided to Syntone regarding Outlook, its business and the transactions contemplated hereby, furnished by or on behalf 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 Outlook is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Outlook has filed each report, statement, schedule, prospectus, and registration statement that it was required to file with applicable accounting requirements and the published rules and regulations SEC since March 31, 2019. There are no material outstanding or unresolved comments in comment letters from the Staff 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 any 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 subsidiariesDocuments.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 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 1, 20032009. 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 September 30, since January 1, 20042002, 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 after December 31, 2002 and 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 herein as the "SEC Documents"). The Company has delivered to each Investor, or each Investor has had access to, 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 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 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 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 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 XXXXX, 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 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 1, 2003. The SEC has not commenced any enforcement proceedings against for the Company or any of its subsidiaries.one year preceding the date

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 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 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, the Company has received no such as comment letters and notices or correspondence from the SEC since January 1of effectiveness in connection with previously filed registration statements, 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 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 June 30, since January 1, 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 1933 Act and the 1934 Act (all of the foregoing filed prior to the date hereof Execution Date and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein 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, the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsAct, and none as applicable. None of the SEC Documents, at the time they were filed when 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 comply 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 in routine correspondence, such as listed comment letters and notices of effectiveness in Schedule 3(fconnection with previously filed registration statements or periodic reports publicly available through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”), the Company has received no notices or correspondence from the SEC since January 1, 2003for the one year preceding the Execution Date. The There are no “unresolved” SEC comments and the SEC has not commenced any enforcement proceedings against the Company. To the Company’s knowledge, the Company is not the subject of any inquiry, investigation or any of its subsidiariesaction by the SEC.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2004, the The Company has timely filed with the SEC 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 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 1, 2004, the Company has timely filed The SEC Documents represent all reports, schedules, forms, statements and other documents required to be filed by it since March 31, 2005 with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934 Act (all the “Exchange Act”). The Company has made available to HYUNDAI or its representatives copies 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 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 that would not be material). Except as listed in Schedule 3(f), the The Company has received no notices or correspondence from reason to believe its independent auditors will withhold their consent to the SEC since January 1, 2003. The SEC has not commenced inclusion of their audit opinion concerning the Company’s financial statements which are to be included in any enforcement proceedings against the Company or any of its subsidiariesRegistration Statement.

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 xxxx://xxx.xxx.xxx, 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 The Common Stock of the Company is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as disclosed in Schedule 3(famended (the “1934 Act”), and, since January 1June 25, 20042013, the Company has timely filed (or has received a valid extension of such time of filing and has filed any such Reports prior to the expiration of any such extension) 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")”) other than the Form 10-Q for the quarter ended September 30, 2014. 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.