Common use of SEC Documents; Financial Statements Clause in Contracts

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, and all exhibits included therein and financial statements, 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 E▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since December 31, during the two (2) years prior to the date hereof1997, 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, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”"). The Company has delivered or made available to the Buyers each Buyer or their respective representatives true, correct its representative true and complete copies of the SEC Documents not and agrees to deliver or make available on the E▇▇▇▇ systemto each Buyer or its representatives true and complete copies of any additional SEC Documents, upon request. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP 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). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during During the two eighteen (218) years months prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that certain SEC Documents filed from time to time may have been amended subsequent to their initial filing. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”), 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not misleadingbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements under Section 13 or 15(d) of the Securities Exchange Act of 1934 Act (the “Exchange Act”) during the 2 years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to within the 2 years preceding the date hereof, hereof as amended after the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to 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 Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). The Company has delivered to the Buyers Investor or their respective representatives trueits representatives, correct or made available through the SEC’s website at h▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company and its subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Debenture thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers Investor which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since ____________________________________ September 1, during the two (2) years prior to the date hereof1999, 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, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein therein, being hereinafter referred to herein as the “"SEC Documents”"). The Company has delivered made available to the Buyers or their respective representatives true, correct Investor's true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents DOCUMENTS complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent such documents may have been amended by a subsequent SEC Document. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). As of their respective 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 GAAP United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i)liabilities incurred in the light ordinary course of business subsequent to December 31, 1999 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(wwSCHEDULE 3(G), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to September 30, 2003 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in set forth on Schedule 3(ww4(j), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereofhereof or prior to the Closing Date, and all exhibits included therein and financial 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 Buyer or their respective its representatives true, correct and complete copies of the SEC Documents not available on the E▇▇▇▇▇ system. As Except as set forth on Schedule 4(j), as of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as set forth on Schedule 4(j), as of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such Except as set forth on Schedule 4(j), such financial statements have been prepared in accordance with GAAP United States generally accepted accounting principles, consistently applied, during the periods involved (“GAAP”) (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers Buyer which is not included in the SEC Documents Documents, including, without limitation, information referred to in Section 3(d) or in the disclosure schedules to this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)for the Company’s current report on Form 8-K filed on December 18, 2013, which has been amended by the amended current report on Form 8-K/A filed on August 29, 2014, during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, and all exhibits included therein and financial statements, 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 E▇▇▇▇▇ systemsystem other than annual reports to security holders filed with the SEC as “ARS” filings, which “ARS” filings conformed in form and substance to the reports filed by the Company with the SEC. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP GAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except The Company has ----------------------------------- furnished or made available to Purchaser a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) under the Securities Act of 1933, as disclosed in Schedule 3(wwamended (the "Securities Act")), during definitive proxy statement and other filings filed with the two SEC by the Company since November 14, 1997, and not available through "▇▇▇▇▇" (2the "Non-▇▇▇▇▇ Company SEC Documents") years and, prior to the Effective Time, the Company will have furnished Purchaser with true and complete copies of any additional documents filed with the SEC by the Company prior to the Effective Time (the "Post-Execution Company SEC Documents", and together with the Non- ▇▇▇▇▇ Company SEC Documents and any such statements, reports, registration statements, prospectuses, proxy statements and other filings filed by the Company since November 14, 1997 which are available through "▇▇▇▇▇", the "Company SEC Documents"). In addition, the Company has made available to Purchaser all exhibits (including those exhibits incorporated by reference) to the Company SEC Documents filed prior to the date hereofhereof which are not available through "▇▇▇▇▇", and will promptly make available to Purchaser all exhibits to any additional Company SEC Documents filed prior to the Effective Time. The Company has timely filed with the SEC all reports, schedules, forms, reports and registration statements and other filings required to be filed with the SEC under the rules and regulations of the SEC. All material documents required to be filed by it with the SEC pursuant as exhibits 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, 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 E▇▇▇▇ systemhave been so filed. As of their respective filing filings dates, the Company 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 Company SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were mademade and at the time, not misleading, except to the extent corrected by a subsequently filed the Company SEC Document. As The financial statements of their respective filing datesthe Company (including, but not limited to, the financial statements of the Company through the period ended September 30, 1999 (the "September 1999 Balance Sheet")), including any amendments or restatements thereof prior to the date hereof and the notes thereto, included in the Company SEC Documents filed prior to the date hereof (the "Company Financial Statements"), copies of which have been delivered to the Purchaser by the Company prior to the date of this Agreement, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements have been thereto as of their respective dates, and were prepared in accordance with GAAP generally accepted accounting principles applied on a basis consistent throughout the periods indicated and consistent with each other ("GAAP") (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). The Company Financial Statements fairly present in all material respects the consolidated financial position condition, operating results, and cash flows of the Company as of 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 adjustmentsadjustments which are not material). No other information provided by or on behalf There has been no change in the Company's accounting policies except as described in the notes to the Company Financial Statements. The Company has not received from its independent auditors, either in connection with the preparation and audit of the Company Company's Financial Statements for the period ended December 31, 1998 or at any time since December 31, 1998, a letter or any other written notice stating that the auditors' review of the Company's system of internal accounting controls or any of its Subsidiaries' systems of internal accounting controls, to the Buyers which is not included extent the auditors deemed such a review necessary in establishing the SEC Documents contains scope of their examinations of the Company's consolidated financial statements since such date, disclosed any untrue statement of weakness in internal controls that the auditors considered 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 misleadingweakness.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2008, during the two twelve (212) years 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 Act (all of the foregoing filed during the twelve (12) months prior to the date hereof, hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”), and during the twelve months prior thereto, the Company, to its knowledge, has filed all reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act. The Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the E▇▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP 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). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents Documents, including, without limitation, information referred to in Section 2(d) of this Agreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, made not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements under Section 13 or 15(d) of the Securities Exchange Act of 1934 Act (the “Exchange Act”) during the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to within the two years preceding the date hereof, hereof as amended after the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to 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 Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). The Company has delivered to the Buyers Investor or their respective representatives trueits representatives, correct or made available through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective 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 GAAP 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). No other information provided by or on behalf of the Company to the Buyers Investor which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in on Schedule 3(ww6(l), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, 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, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein therein, being hereinafter referred to herein as the “"SEC Documents”"). The Company has delivered made available to the Buyers or their respective representatives true, correct Investors true and complete copies of the SEC Documents not available on Documents, except for such exhibits and incorporated documents. To the E▇▇▇▇ system. As Company's knowledge, as of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). As of their respective 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 GAAP 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 consolidated financial position of the Company as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to December 31, 2001 and (ii) obligation under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to As of the date hereof, the Buyer is delinquent in its SEC Filings and has not filed any SEC Reports since the Form 10 K For the period June 30, 2018. The Company has timely filed undertakes that it will as soon as is practically possible file all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, and amendments thereto, being hereinafter referred to as the “SEC Documents”)) through June 30, 2020. The Company Buyer has delivered to the Buyers Seller or their respective representatives trueits representatives, correct or they have had access through ▇▇▇▇▇ to, true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC or the time they were amended, if amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company Buyer included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board (“PCAOB”) consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Buyer as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other written information provided by or on behalf of the Company to the Buyers Investor which is not included in the SEC Documents Documents, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Buyer nor any of its subsidiaries or any of their officers, directors, employees or agents have provided the Seller with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Seller by the Buyer or its subsidiaries or any of their officers, directors, employees or agents prior to the Closing Date shall be publicly disclosed by the Buyer prior to such Closing Date.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since January 11, during the two (2) years prior to the date hereof2000, 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, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered or made available to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth on SCHEDULE 3(g), 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to September 30, 2001 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC 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, hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein therein, being hereinafter referred to herein as the “SEC Documents”). The As a result of the May 3, 2024 B▇ ▇▇▇▇▇▇▇ SEC action and the inability of B▇ ▇▇▇▇▇▇▇ to appear or practice before the SEC, all of the Company’s financial statements, references and disclosures are specifically excluded from the definition of SEC Documents, the Company has delivered cannot rep or warrant to any such financial statements. Upon written request the Company will deliver to the Buyers or their respective representatives true, correct Lender true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing datesdates or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective filing datesthe statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for the re-audit of the Company’s financial statements for the years ended December 31, 2022 and 2023 and except for such statements as have been amended or updated in subsequent filings prior the date hereof). The Company is subject to the reporting requirements 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 GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading1934 Act.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(wwSCHEDULE 3(G), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to June 30, 2003 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(wwSCHEDULE 3(G), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to March 31, 2002 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww3(g), during the two (2) years prior to the date hereoftsince December 31, 2004 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”) (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein therein, being hereinafter referred to herein as the “SEC Documents”). The Company has delivered to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to December 31, 2004 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements under Section 13 or 15(d) of the Securities Exchange Act of 1934 Act (the “Exchange Act”) during the 2 years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to within the 2 years preceding the date hereof, hereof as amended after the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to 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 Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). The Company has delivered to the Buyers Investor or their respective representatives trueits representatives, correct or made available through the SEC’s website at h▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company and its subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Debenture thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers Investor which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. (i) 10(b)-5. The SEC Documents do not include any untrue statements of material fact, nor do they omit to state any material fact required to be stated therein necessary to make the statements made, in light of the circumstances under which they were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements under Section 13 or 15(d) of the Securities Exchange Act of 1934 Act (the “Exchange Act”) during the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to within the two years preceding the date hereof, hereof as amended after the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to 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 Document prior to the expiration of any such extension. The Company has delivered to the Buyers Investor or their respective representatives trueits representatives, correct or made available through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective 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 GAAP 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). No other information provided by or on behalf of the Company to the Buyers Investor which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior Prior to the date hereof, the Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has timely filed (subject to filings with respect to certain periodic filings made pursuant to Rule 12b-25 of the Exchange Act) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Securities Exchange Commission (“SEC”) pursuant to the reporting requirements of the 1934 Act Exchange Act, including, but not limited to, all Annual Reports on Form 10-K, Quarterly Reports on From 10-Q and Current Reports on Form 8-K (all of the foregoing filed with the SEC prior to the date hereof, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to herein as the “SEC Documents”). The Company has delivered SEC Documents have been made available to the Buyers or their respective representatives true, correct and complete copies of Purchaser via the SEC Documents not available on the SEC’s E▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, as of each Closing, the SEC Documents, together with any additional documents filed with the SEC after the date hereof and through the date of Closing, when taken in their entirety, shall not contain any untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the date upon which they were made and the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents (“Company 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 theretothereto as in effect at the time of the filing. Such financial statements The Company Financial Statements have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved except (i) as may be otherwise indicated in such financial statements Company 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 consolidated financial position of the Company and its consolidated subsidiary, as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in set forth on Schedule 3(ww3(k), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with GAAP 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other information provided by The Company is not currently contemplating to amend or on behalf restate any of the financial statements (including without limitation, any notes or any letter of the independent accountants of the Company to the Buyers which is not with respect thereto) included in the SEC Documents contains (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any untrue statement of a material fact or omits to state any material fact necessary the Financial Statements, in each case, in order to make the statements therein, in the light for any of the circumstance under which Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they are recommend that the Company amend or were made, not misleadingrestate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)2.7 of the Disclosure Schedules or the SEC Documents or would otherwise not have a Material Adverse Effect, during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”) (all of the foregoing filed prior to the date hereof, hereof and all exhibits and appendices included therein and financial 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 E▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with GAAP International Financial Reporting Standards (“IFRS”), 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers Investors which is not included in the SEC Documents (including, without limitation, information in the Disclosure Schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with IFRS and the rules and regulations of the SEC. The Company has not misleadingbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(wwSCHEDULE 3(G), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to October 31, 2001 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during The Common Stock of the two (2Company is registered pursuant to Section 12(g) years prior to of the date hereof, 1934 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 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 under the Act (all of the foregoing filed prior to the date hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents including filings incorporated by reference therein being hereinafter referred to herein as the “SEC Documents”). The Company Company, through its agent, has delivered to the Buyers or their respective representatives true, correct Pinnacle true and complete copies of the SEC Documents (except for exhibits and incorporated documents). The Company has not available on provided to Pinnacle any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the E▇▇▇▇ systemCompany but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act or the Exchange Act as the case may be and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 the light of the circumstances under which they were made, not misleading. As of their respective filing dates, 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 GAAP generally accepted accounting 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, 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). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2a) 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, 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 E▇▇▇▇ system. As of their respective filing or furnishing dates, each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”)), definitive proxy statement, and other filings filed with the SEC Documents by Company since June 4, 2002 (collectively, the “Company SEC Documents”) complied as to form 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 Securities Act and, to Company’s knowledge, each of the Company SEC promulgated thereunder applicable to the SEC Documents, Documents was timely filed and none of the SEC Documents, at the time they were filed with the SEC, contained did not contain 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 the light of the circumstances under in which they were made, not misleading, except to the extent corrected, supplemented or superseded by a subsequently filed Company SEC Document. As To the Company’s knowledge, as of their respective filing datesthe date hereof, none of the Company SEC Documents is subject to ongoing SEC review or outstanding SEC comment. (b) The financial statements of Company, including the Company notes thereto, included in the Company SEC Documents (the “Company Financial Statements”) and the audited balance sheet of Company, dated as of December 31, 2004 (the “Company Balance Sheet Date”) (i) 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; (ii) have been prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (ii) in the case of unaudited interim statements, to included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statementsSEC); and (iii) and fairly present in all material respects the consolidated financial position condition and results of the operations of Company as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). No other information provided by The Company does not intend to correct or on behalf restate, and there is not any basis to restate, any of the Company Financial Statements, except for any restatement that would not otherwise cause or result in the representations and warranties of the Company in the preceding sentence to be or become inaccurate. (c) Each of the principal executive officer and the principal financial officer of Company (or each former principal executive officer and each former principal financial officer of Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the rules and regulations of the SEC promulgated thereunder with respect to the Buyers which Company SEC Documents, and, to the knowledge of the Company, the statements contained in such certifications are true and correct. For purposes of the foregoing sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither Company nor any of its subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (d) Neither Company nor any of its subsidiaries is not included a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among Company and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Company or any of its subsidiaries in Company’s or such subsidiary’s published financial statements or other of the Company SEC Documents. (e) Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) Company has in place the “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required in order for the chief executive officer and chief financial officer of Company to engage in the SEC Documents contains any untrue statement review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of a material fact or omits the SEC, and that all such information is accumulated and communicated to state any material fact necessary in order Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the statements thereincertifications of the chief executive officer and chief financial officer of Company required under the Exchange Act with respect to such reports. (g) Since June 4, 2002, Company has not received from its independent auditors any oral or written notification of a (x) “reportable condition” or (y) “material weakness” in Company’s internal controls. For purposes hereof, the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the light Statements of Auditing Standards 60, as in effect on the circumstance under which they are or were made, not misleadingdate hereof.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2a) years prior to the date hereof, the The Company (including its predecessors) has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act or the Securities Act (all of the foregoing filed prior to the date hereofsince January 1, 2018 and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered or has made available to the Buyers or their respective representatives Purchaser true, correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and Act, the rules and regulations of the SEC promulgated thereunder and the rules and regulations of the NYSE American, in each case, applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained Documents contains 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. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the 1934 Act. There are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Documents. To the Company’s Knowledge, no SEC Document is the subject of ongoing SEC review or outstanding SEC investigation. (b) As of their respective filing dates, the audited and unaudited financial statements of the Company and its predecessors included in the SEC Documents (including, in each case, the notes thereto, 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 theretothereto as in effect as of the time of filing. Such financial statements The Financial Statements have been prepared in accordance with GAAP (except (i) as may be otherwise indicated in such financial statements 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other information provided by The Company is not currently contemplating to amend or on behalf restate any of the Financial Statements (including any notes or any letter of the independent accountants of the Company with respect thereto), nor, to the Buyers Company’s Knowledge, do there exist any facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements. (c) The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the ▇▇▇▇ ▇▇▇) that are effective to provide reasonable assurances regarding the reliability of the financial reporting and the preparation of financial statements of the Company and its Subsidiaries for external purposes in accordance with GAAP, and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) transactions are recorded as necessary to permit preparation of financial statements and (iii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the ▇▇▇▇ ▇▇▇) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountants, Governmental Entities or other Person relating to (x) any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of the Company or any of its Subsidiaries or (y) any fraud, whether or not material, that involves (or involved) the management or other employees of the Company or its Subsidiaries who have (or had) a significant role in the Company’s or its Subsidiaries’ internal controls. (d) There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not included in so disclosed or that otherwise would have a Material Adverse Effect. (e) There are no material disagreements of any kind presently existing or, to the SEC Documents contains Company’s Knowledge, reasonably anticipated to arise between the Company and any untrue statement of a material fact its Subsidiaries, on the one hand, and the accountants and lawyers formerly or omits presently employed by the Company (including its predecessors) and any of Subsidiaries thereof, on the other hand, and the Company and each of its Subsidiaries is current with respect to state any material fact necessary in order fees owed to make its respective accountants and lawyers which, the statements therein, in failure to pay could affect the light Company’s ability to perform any of its obligations under any of the circumstance under which they are or were made, not misleadingDefinitive Documents.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)To the Company’s knowledge, during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, hereof and all exhibits and appendices included therein and financial 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 E▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents Documents, except as may be set forth in such SEC Documents, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”), 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other information The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or on behalf otherwise. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company to the Buyers which is not with respect thereto) included in the SEC Documents contains (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any untrue statement of a material fact or omits to state any material fact necessary the Financial Statements, in each case, in order to make the statements therein, in the light for any of the circumstance under which Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they are recommend that the Company amend or were made, not misleadingrestate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since January 1, during the two (2) years prior to the date hereof1998, the Company has timely filed (within applicable extension periods) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of Sections 13, 14 and 15(d) of the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to herein as the “"SEC Documents”"). The Company has delivered made available to the Buyers or their respective representatives true, correct Purchasers true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings made prior to the date hereof). As of their respective 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 applicable with respect thereto. Such financial statements have been prepared in accordance with GAAP U.S. generally accepted accounting principles ("GAAP"), 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 consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal immaterial year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact filed prior to the date hereof, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements and (iii) liabilities incurred as a result of the circumstance under transaction contemplated hereby, which they liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not material to the financial condition or were made, not misleadingoperating results of the Company.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during The Ordinary Shares are registered pursuant to Section 12(b) of the two (2) years prior to the date hereof, 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 under the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to the reporting requirements of the 1934 Act file such material) (all of the foregoing filed prior to within the two years preceding the date hereof, hereof or amended after the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to as the “SEC Documents”)) on timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company has delivered to the Buyers Investors or their respective representatives truerepresentatives, correct or made available through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective 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 GAAP international financial reporting standards, 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 footnotes, may be condensed or summary statementsstatements or may be presented differently) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers Investor which is not included in the SEC Documents (including, without limitation, information provided by the Company to the Investor in response to the due diligence questionnaire) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, made and not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since January 11, during the two (2) years prior to the date hereof2000, 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, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered or made available to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to September 30, 1999 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Seller has received each statement, during the two (2) years prior to the date hereofreport, the Company has timely filed all reportsregistration statement, schedulesdefinitive proxy statement, forms, statements and other documents required to be filings (including exhibits, supplements and schedules thereto) filed by it with the SEC pursuant to the reporting requirements of the 1934 Act by Buyer since January 1, 2005 (all of the foregoing filed prior to the date hereofcollectively, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Buyer 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 E▇▇▇▇ system. As of their respective filing datesdates (except to the extent corrected by a subsequently filed Buyer SEC Document), 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 DocumentsSecurities Act, and none of the buyer SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Buyer SEC Document. As of their respective filing dates, the The financial statements of the Company Buyer including the notes thereto, included in the Buyer SEC Documents (the “Buyer Financial Statements”) were complete and correct in all material respects as of their respective dates (except to the extent corrected by a subsequently file Buyer SEC Document), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Sec with respect thereto. Such financial statements thereto as of their respective daters, and have been prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). Buyer Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Buyer 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). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents reports ----------------------------------- required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for ------------ the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the ------------- 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 pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed Documents prior to the date hereof, and all exhibits included therein and financial 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 expiration of the SEC Documents not available on the E▇▇▇▇ systemany such extension. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act and the Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Material agreements to which the Company is a party or to which the property or assets of their respective filing datesthe Company are subject have been filed, to the extent required, as exhibits to the SEC Documents. 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 GAAP generally accepted accounting principles applied on a consistent basis ("GAAP") during the periods ---- 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 statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal normal, year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included Since June 30, 2000, except as specifically disclosed in the SEC Documents contains Documents, (a) there has been no event, occurrence or development that has resulted or that could result in a Material Adverse Effect, (b) the Company has not incurred any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, liabilities other than (x) liabilities incurred in the light ordinary course of business consistent with past practice and (y) liabilities not required to be reflected in the circumstance under which they are Company's financial statements pursuant to GAAP or were maderequired to be disclosed in filings made with the Commission, (c) the Company has not misleadingaltered 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) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of its capital stock.

SEC Documents; Financial Statements. Except The Common Stock of the Company is registered pursuant to Section 12(g) of the Exchange Act, and, except as disclosed in the SEC Documents or on Schedule 3(ww), during the two (22.1(f) years prior to the date hereofhereto, the Company has timely filed all reportsannual, schedulesquarterly, forms, statements and other documents current reports required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing filed prior to the date hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents including filings incorporated by reference therein being hereinafter referred to herein as the “SEC Documents”). The Company has delivered or made available to the Buyers Purchaser, through the ▇▇▇▇▇ system or their respective representatives trueotherwise, correct true and complete copies of the SEC Documents filed with the SEC since May 20, 1996. The Company has not available on provided to the E▇▇▇▇ systemPurchaser 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 filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documentssuch documents, and and, as of their respective filing dates, none of the SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, 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 under GAAP 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 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, 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 subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements under Section 13 or 15(d) of the Securities Exchange Act of 1934 Act (the “Exchange Act”) during the 2 years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to within the 2 years preceding the date hereof, hereof as amended after the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to 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 Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). The Company has delivered to the Buyers Investor or their respective representatives trueits representatives, correct or made available through the SEC’s website at h▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company and its subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Convertible Debenture thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers Investor which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all -------------------------------------- reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act of 1934, as amended (the "1934 Act Act"), including Form 10-KSB for the fiscal year ended December 31, 2003 (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein therein, being hereinafter referred to herein as the “"SEC Documents”"). The Company has delivered to the Buyers or their respective representatives true, correct Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business since December 31, 2003, which individually and in the aggregate are not material to the financial condition or operating results of the circumstance Company, and (ii) obligations under which they contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually and in the aggregate, are not material to the financial condition or were made, not misleadingoperating results of the Company.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since September 25, during the two (2) years prior to the date hereof1996, the Company has filed 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, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein and the Company's Registration Statements on Form S-4 filed on June 24, 1996, as amended, and on Form S-1's filed on November 29, 1996 and February 14, 1997 and all prospectuses related thereto, 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 Buyers Buyer or their respective representatives true, correct its representative true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "1933 Act") and the 1934 Act Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective 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 GAAP 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). No other information provided by or on behalf of the Company to the Buyers Buyer which is not included in the SEC Documents Documents, 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 misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered or has made available to the Buyers each Buyer or their respective its representatives true, correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, except as set forth in the Company’s Annual Report on Form 10-K filed with the SEC on October 1, 2019, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”), 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other information The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or on behalf otherwise. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company to the Buyers which is not with respect thereto) included in the SEC Documents contains (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any untrue statement of a material fact or omits to state any material fact necessary the Financial Statements, in each case, in order to make the statements therein, in the light for any of the circumstance under which Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they are recommend that the Company amend or were made, not misleadingrestate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except 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(ww), during amended (the two (2"EXCHANGE ACT") years prior to the date hereof, and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Securities and Exchange Commission ("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 filed prior to the date hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents including filings incorporated by reference therein and including without limitation the Company's 6 Registration Statement on Form S-4, as filed with the SEC on October 16, 1997, registering shares of Common Stock and the Series A Preferred Stock to be issued pursuant to the Merger Agreement (the "S-4") as (for purposes of the Subsequent Closing only) the same may be amended as required by the rules and regulations promulgated under the Exchange Act, being hereinafter referred to herein as the “"SEC Documents”DOCUMENTS"). The Company has delivered or made available to the Buyers or their respective representatives true, correct Investors true and complete copies of all SEC Documents (including, without limitation, proxy information and solicitation materials and registration statements) filed with the SEC since its organization and all annual SEC Documents not available on filed with the ESEC since its organization. None of the Company or Haye▇ ▇▇ their representatives or agents has provided to any Investor or its representatives or agents any material non-public information or any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company or Haye▇ ▇▇▇ systemwhich has not been so disclosed. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the Securities Act of 1933, as amended (the "Act") and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 the light of the circumstances under which they were made, not misleading. As of their respective filing datesExcept as set forth on Schedule 2.1(f), the SEC Documents contain all material information concerning the Company, and no event or circumstance has occurred which would require the Company to disclose such event or circumstance in order to make the statements in the SEC Documents not misleading on the date hereof or on the applicable Closing Date but which has not been so disclosed, except (for purposes of the Subsequent Closing only) for completion and amendment of the S-4 and updating for events or circumstances subsequent to the date of the financial statements included in the S-4, all of which will be completed prior to the effective date of the S-4. 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 GAAP generally accepted accounting 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, 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). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since March 27, during the two (2) years prior to the date hereof2000, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Commission pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes statements 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 E▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECCommission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company (the "Financial Statements") included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements The Financial Statements have been prepared in accordance with GAAP GAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information To the Company's knowledge and as of their respective dates, no written correspondence between the Company and the Unites States Food and Drug Administration respecting the Company's clinical trials provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains Purchaser contained any untrue statement of a material fact or omits omitted 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.

SEC Documents; Financial Statements. Except as disclosed set forth in Schedule 3(ww3.1(p), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements under Section 13(a) or 15(d) of the 1934 Act (all of the foregoing filed prior to the date hereof, hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company , or has delivered received a valid extension of such time of filing and has filed any such SEC Documents prior to the Buyers or their respective representatives trueexpiration of any such extension, correct and complete copies of except to the extent such extension has not yet expired. Except as disclosed in the SEC Documents not available on the E▇▇▇▇ system. As Documents, as of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as disclosed in the SEC Documents, as of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such Except as disclosed in the SEC Documents, such financial statements have been prepared in accordance with GAAP generally accepted accounting principles, consistently applied during the periods involved (“GAAP”) (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 adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 3.2(g) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Except as disclosed in the SEC Documents, the Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. Except as disclosed in the SEC Documents, the Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(wwSCHEDULE 3(k), during the two (2) years prior to the date hereof, the Company (which, for the avoidance of doubt, includes only PNG Ventures, Inc., a Nevada corporation, and not any Subsidiary of 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, hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”DOCUMENTS"). The Company has delivered to the Buyers or their respective representatives representatives, true, correct and complete copies of the SEC Documents not available on the E▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, other than as may have been subsequently restated or amended in an amended or subsequent report. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP 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). No other information provided by or on behalf of the Company to each of the Buyers which is not included in the SEC Documents Documents, including, without limitation, information referred to in Section 2(f) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since January 11, during the two (2) years prior to the date hereof2000, 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, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered or made available to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in SCHEDULE 3(g), 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to September 30, 2000 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)(i) From December 31, during the two (2) years prior 1997 to December 30, 2000, to the date hereofknowledge of the Company’s officers after due inquiry, and (ii) since December 31, 2000, the Company has timely filed (within applicable extension periods) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to herein as the “SEC Documents”). The Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the E▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings made prior to the date hereof). As of their respective 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 applicable with respect thereto. Such financial statements have been prepared in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”), 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal immaterial year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the Select SEC Documents contains any untrue statement of a material fact (as defined below), the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were madeCompany. As used in this Agreement, not misleadingthe term “Select SEC Documents” shall mean the Company’s (A) Proxy Statement for its 2002 Annual Meeting, (B) Annual Report on Form 10-K for the fiscal year ending December 31, 2001, (C) Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2002, and (D) Current Reports on Form 8-K filed since December 31, 2001.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements under Section 13 or 15(d) of the Securities Exchange Act of 1934 Act (the “Exchange Act”) during the 2 years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to within the 2 years preceding the date hereof, hereof as amended after the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to 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 Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). The Company has delivered to the Buyers Investor or their respective representatives trueits representatives, correct or made available through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company and its subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Debenture thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers Investor which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.. 9 (i) 10(b)-5. The SEC Documents do not include any untrue statements of material fact, nor do they omit to state any material fact required to be stated therein necessary to make the statements made, in light of the circumstances under which they were made, not misleading. (j)

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all -------------------------------------- reports, schedules, forms, statements and other documents required to be filed by it with the SEC 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, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered or made available via the Internet to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to December 31, 2000 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since February 28, during the two (2) years prior to the date hereof1999, 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, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “"SEC Documents”DOCUMENTS"). The Company has delivered to the Buyers or their respective representatives true, correct true and complete copies of the SEC Documents Documents, or portions thereof, which have not available on been filed electronically with the ESEC through the ▇▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP 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). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents Documents, 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 misleading.

SEC Documents; Financial Statements. Except The Common Shares are registered pursuant to Section 12(g) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and, except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereofSEC Documents, 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, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing filed prior to the date hereofforegoing, and all exhibits included therein and financial statements, notes and schedules thereto and documents including filings incorporated by reference therein therein, being hereinafter referred to herein as the “"SEC Documents”"). The Company has delivered or made available to the Buyers or their respective representatives true, correct Purchaser true and complete copies of the SEC Documents filed with the SEC since November 30, 1998. The Company has not available on provided to the E▇▇▇▇ systemPurchaser 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 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 Documentssuch documents, and and, as of their respective filing dates, none of the SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, 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 GAAP Canadian generally accepted accounting 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, 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 subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”) since February 29, 2024 (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes 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 a result of the May 3, 2024 B▇ ▇▇▇▇▇▇▇ SEC action and the inability of B▇ ▇▇▇▇▇▇▇ to appear or practice before the SEC, all of the Company’s financial statements, references and disclosures are specifically excluded from the definition of SEC Documents, the Company cannot rep or warrant to any such financial statements. The Company has delivered provided access to the Buyers or their respective representatives trueBuyer, correct through the SEC’s E▇▇▇▇ database (w▇▇.▇▇▇.▇▇▇), true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading (except for the re-audit of the Company’s financial statements for the years ended December 31, 2022 and 2023 and except for such statements as have been amended or updated in subsequent filings prior the date hereof). As None of their respective filing datesthe 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 and the need for the re-audits described above). Except as set forth in the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and Documents, the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP (except Company has no liabilities, contingent or otherwise, other than (i) as may liabilities incurred in the ordinary course of business subsequent to December 31, 2023, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be otherwise indicated reflected in such financial statements statements, which, individually or the notes thereto, or (ii) in the case of unaudited interim statementsaggregate, are not material to the extent they may exclude footnotes financial condition or may be condensed or summary statements) and fairly present in all material respects the financial position operating results of the Company. The Company as is subject to the reporting requirements of the dates thereof and 1934 Act. For the results avoidance of its operations and cash flows for the periods then ended (subjectdoubt, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf filing of the Company to documents required in this Section 3(g) via the Buyers which is not included in the SEC Documents contains any untrue statement SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“E▇▇▇▇”) shall satisfy all delivery requirements 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 misleadingthis Section 3(g).

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 2010, pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, and together with the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2010, both in the draft form provided to certain of the Purchasers under cover of a confidentiality agreement, and as ultimately filed with the SEC (the “Form 10-K”), being collectively hereinafter referred to herein as the “SEC Documents”). The Company is eligible to register its Common Stock for resale using Form S-3 promulgated under the Securities Act. Each Purchaser has delivered had access to the Buyers or their respective representatives true, correct true and complete copies of the SEC Documents not available on via the ESEC’s ▇▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of Financial Statements and the Company included in the SEC Documents related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements The Financial Statements and the related notes have been prepared in accordance with GAAP accounting principles generally accepted in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or not include footnotes, may be condensed or summary statementsstatements or may conform to the SEC’s rules and instructions for Reports on Form 10-Q) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). No other information provided by All material agreements that were required to be filed as exhibits to the SEC Documents under Item 601 of Regulation S-K (collectively, the “Material Agreements”) to which the Company or on behalf any Subsidiary of the Company is a party, or the property or assets of the Company or any Subsidiary of the Company are subject, have been filed as exhibits to the Buyers which SEC Documents. All Material Agreements are valid and enforceable against the Company in accordance with their respective terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting creditors’ and contracting parties’ rights generally, and (ii) as enforceability may be subject to general principles of equity and except as rights to indemnity and contribution may be limited by state or federal securities laws or public policy underlying such laws. The Company is not included in breach of or default under any of the SEC Documents contains any untrue statement Material Agreements, and to the Company’s knowledge, no other party to a Material Agreement is in breach of a material fact or omits to state any material fact necessary in order to make the statements thereindefault under such Material Agreement, except, in each case, for such breaches or defaults as would not reasonably be expected to have a Material Adverse Effect. The Company has not received a notice of termination nor is the light Company otherwise aware of any threats to terminate any of the circumstance under which they are or were made, not misleadingMaterial Agreements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(wwSCHEDULE 3(g), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to May 31, 2003 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in set forth on Schedule 3(ww3(h), during the two (2) years prior to the date hereofsince December 31, 1997, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act Act") (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein therein, being hereinafter referred to herein as the “"SEC Documents”"). The Company has delivered made available to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied as to form in all material respects with the applicable requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). As of their respective 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as set forth in Schedule 3(h) or on behalf in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to December 31, 1998 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since April 16, during the two (2) years prior to the date hereof2001, 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, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to April 16, 2001 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. (i) Except as disclosed in Schedule 3(ww)set forth on Section 3(i) of the Disclosure Letter, during the two (2) years prior to the date hereofsince December 31, 2006, 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, 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 Investor or their respective its representatives true, correct and complete copies of the any such SEC Documents which are not available on the E▇▇▇▇▇ systemsystem that have been requested by the Investor. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding comments from the SEC with respect to any SEC Document. (ii) As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with GAAP 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, 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 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 adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(wwon SCHEDULE 3(q), during the two (2) years prior to the date hereofsince September 30, 1997, the Company has or its predecessors have 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, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein therein, being hereinafter referred to as the “"SEC Documents”DOCUMENTS"). The Company has delivered to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). As of their respective 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to September 30, 1999 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during The Common Stock is registered pursuant to Section 12(g) of the two (2) years prior to the date hereof, 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 under the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to the reporting requirements of the 1934 Act file such material) (all of the foregoing filed prior to within the two years preceding the date hereof, hereof or amended after the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to as the “"SEC Documents”)") on timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company has delivered to the Buyers Investors or their respective representatives truerepresentatives, correct and complete or made available through the SEC's website at http://www.s▇▇.▇▇▇, ▇▇▇▇ ▇▇▇ ▇omplete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective 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 GAAP 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). No other information provided by or on behalf of the Company to the Buyers Investor which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered or has made available to the Buyers Holders or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements (including any notes or any letter of the independent accountants of the Company with respect thereto) of the Company included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements Financial Statements have been prepared in accordance with GAAP U.S. generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its Financial Statements or otherwise. No other information provided by or on behalf of the Company to any of the Buyers Holders which is not included in the SEC Documents (including information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the Financial Statements nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not misleadingbeen informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(wwSCHEDULE 3(g), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to December 31, 2003 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since January 1, during the two (2) years prior to the date hereof2002, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Securities and Exchange Commission (the “Commission”) pursuant to the reporting requirements of the 1934 Act Exchange Act, (all of the foregoing filed prior to or on the date hereof, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The As of the date of filing of such SEC Documents, each such SEC Document, as it may have been subsequently amended by filings made by the Company has delivered with the Commission prior to the Buyers or their respective representatives truedate hereof, correct and complete copies of the SEC Documents not available on the E▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the such SEC Documents, Document and none of the SEC Documents, at the time they were filed with the SEC, contained did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles, consistently applied in the United States (“GAAP”), 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) ), correspond to the books and records of the Company and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in ended. Ernst & Young LLP are independent accountants as required by the case Exchange Act. The Company is not aware of unaudited statements, any issues raised by the Commission with respect to normal year-end audit adjustments)any of the SEC Documents. No other written information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents Documents, 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 circumstances under which they are or were made, not misleading. The Company satisfies the requirements for registration of the resale of the Registrable Securities on Form S-3 and does not have any knowledge or reason to believe that it does not satisfy such requirements or have any knowledge of any fact which would reasonably result in its not satisfying such requirements. The Company is not required to file and will not be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date hereof and to which the Company is a party or by which the Company is bound which has not been previously filed as an exhibit to its reports filed with the Commission under the Exchange Act, except for those Transaction Documents required to be filed upon execution and delivery. Except for the issuance of the Notes contemplated by this Agreement, no event, liability, development or circumstance has occurred or exists, or is currently contemplated to occur, with respect to the Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws and which has not been publicly disclosed. The Company has no reason to believe that its independent auditors will withhold their consent to the inclusion of their audit opinion concerning the Company’s financial statements which shall be included in the Registration Statement (as such term is defined in the Registration Rights Agreement).

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to the reporting requirements of the 1934 Act file such material) (all of the foregoing filed prior to the date hereof, hereof or amended after the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to as the “SEC Documents”)) on timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company has delivered to the Buyers or their respective representatives truerepresentatives, correct or made available through the SEC’s website at h▇▇▇://▇▇▇.▇▇▇.▇▇▇., true and complete copies of the SEC Documents not available on Documents. To the E▇▇▇▇ system. As best knowledge of the current management of the Company, as of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective 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 GAAP 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). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents Documents, including, without limitation, information referred to in Section 2(i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, made and not misleading.

SEC Documents; Financial Statements. Except as disclosed in set forth on Schedule 3(ww3(k), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇ system. As Except as set forth on Schedule 3(k), as of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as set forth on Schedule 3(k), as of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with GAAP 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 and, except as set forth on Schedule 3(k), fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww----------------------------------- SCHEDULE 3(G), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to December 31, 2003 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during The Common Stock of the two (2Company is registered pursuant to Section 12(g) years prior to of the date hereof, 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 Commission 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 Commission (all of the foregoing filed prior to the date hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents including filings incorporated by reference therein being hereinafter referred to herein as the “"SEC Documents”"). The Company has delivered or made available to the Buyers or their respective representatives true, correct Investors true and complete copies of the all SEC Documents (including, without limitation, proxy information and solicitation materials and registration statements) filed with the Commission since September 27, 1996 and all annual SEC Documents filed with the Commission since September 27, 1996. Without limiting any other representation or warranty herein, the Company has not available on provided the E▇▇▇▇ systemInvestors with 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. As of their respective filing dates, the SEC Documents (as amended by any amendments filed prior to the date of this Agreement or the Closing Date and provided to the Investor) 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 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, 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 the light of the circumstances under which they were made, not misleading. As of their respective filing dates, 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 with respect thereto. Such financial statements have been prepared in accordance with GAAP (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.with

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since March 8, during the two (2) years prior to the date hereof1999, 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 Act, (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes statements 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 A complete copies list of the Company's SEC Documents not available is set forth on the E▇▇▇▇ systemSchedule 3(f). As of their respective filing dates, the SEC Documents complied in all ------------- material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP 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). No other information Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided by or on behalf the Buyers with any material, nonpublic information. As of April 1, 2000, the Company expects to meet the requirements for the use of Form S-3 for registration of the Company to resale of the Buyers which is not included Registrable Securities (as defined in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleadingRegistration Rights Agreement) by each Buyer.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since June 30, during 2006, and except for the two (2) years prior to Non Compliant 10-Q Filing or the date hereofDelayed 10-Q Filing, the Company TRM 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 this representation is made (including all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein) being hereinafter referred to as the “"SEC Documents”"). The Company TRM has delivered made available to the Buyers Lenders or their respective representatives true, correct true and complete copies of the SEC Documents. Except for the Non Compliant 10-Q Filing or the Delayed 10-Q Filing, each of the SEC Documents not available on was filed with the ESEC within the time frames prescribed by the SEC for the filing of such SEC Documents (including any extensions of such time frames permitted by Rule 12b-25 under the ▇▇▇▇ system▇▇▇) such that each filing was timely filed (or deemed timely filed pursuant to Rule 12b-25 under the ▇▇▇▇ ▇▇▇) with the SEC. As Except for the Non Compliant 10-Q Filing or the Delayed 10-Q Filing, as of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none . None of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except for the Non Compliant 10-Q Filing or the Delayed 10-Q Filing, as of their respective filing dates, the consolidated financial statements of the Company TRM and its Subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such consolidated financial statements have been prepared in accordance with GAAP 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 un-audited 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 TRM and its Subsidiaries as of the dates thereof and the results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited un-audited statements, to normal year-end audit adjustments). No None of TRM and its Subsidiaries, or any of their respective officers, directors or Affiliates or, to TRM's Knowledge, any shareholder of TRM has made any other information provided by filing with the SEC, issued any press release or made any other public statement or communication on behalf of TRM or any of its Subsidiaries or otherwise relating to TRM or any of its subsidiaries that contains any untrue statement of a material fact or omits any statement of material fact necessary in order to make the Company statements therein, in the light of the circumstances under which they are or were made, not misleading or has provided any other information to the Buyers which is not included Lenders, that, considered in the SEC Documents aggregate, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance circumstances under which they are or were made, not misleading. TRM is not required to file and will not be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date this representation is made and in effect on the date this representation is made and to which TRM or any Subsidiary is a party or by which TRM or any Subsidiary is bound that has not been previously filed as an exhibit (including by way of incorporation by reference) to its reports filed or made with the SEC under the 1934 Act. The accounting firm that has expressed its opinion with respect to the consolidated financial statements included in TRM's most recently filed annual report on Form 10-K (the "Audit Opinion") is independent of TRM pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC, and such firm was otherwise qualified to render the Audit Opinion under applicable law and the rules and regulations of the SEC. There is no transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance-sheet entity that is required to be disclosed by the Company in its reports pursuant to the 1934 Act that has not been so disclosed in the SEC Documents.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww3(g), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act Act”) (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein therein, being hereinafter referred to herein as the “SEC Documents”). The Company has delivered to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 DMEAST #9432371 v1 7 SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to December 31, 2005 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since January 1, during the two (2) years prior to the date hereof2002, 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, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered made available to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC (when read together with any subsequent amendments), 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. 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement Documents, the Company has no liabilities, contingent or otherwise, of a material fact or omits to state any material fact necessary in order to make the type customarily reflected on financial statements thereinand the notes thereto, other than (i) liabilities incurred in the light ordinary course of business subsequent to December 31, 2003 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to the reporting requirements of the 1934 Act file such material) (all of the foregoing filed prior to the date hereof, hereof or amended after the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to as the “SEC Documents”)) on timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company has delivered to the Buyers or their respective representatives truerepresentatives, correct or made available through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇., true and complete copies of the SEC Documents not available on Documents. To the E▇▇▇▇ system. As best knowledge of the current management of the Company, as of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective 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 GAAP 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). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents Documents, including, without limitation, information referred to in Section 2(i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, made and not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww3(f), during for the two twelve (212) years prior to months preceding the date hereofhereof (or such shorter period as the Company was required by law or regulation to file such reports), 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, notes statements 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 E▇▇▇▇ system. As of their respective filing datesdates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC (except as they may have been properly amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing datesdates (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 GAAP 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 statementsstatements or otherwise include such modifications as are permitted by Rule 10-01 of Regulation S-X) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by Except as disclosed in Schedule 3(f) or on behalf routine correspondence, such as comment letters and notices of effectiveness in connection with previously filed registration statements or periodic reports, to the Company’s knowledge, the Company to or any of its subsidiaries are not presently the Buyers which is not included in subject of any inquiry, investigation or action by the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleadingSEC.

SEC Documents; Financial Statements. Except Since August 31, 2005, except as disclosed in Schedule 3(ww3(g), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act Act") (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein therein, being hereinafter referred to herein as the “"SEC Documents”"). The Company has delivered (via Edgar or otherwise) to the Buyers or their respective representatives true, correct each ▇▇▇▇r true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to December 31, 2004 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during The Common Stock of the two (2Company is registered pursuant to Section 12(g) years prior to of the date hereof, 1934 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 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 under the Act (all of the foregoing filed prior to the date hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents including filings incorporated by reference therein being hereinafter referred to herein as the “SEC Documents”). The Company Company, through its agent, has delivered to the Buyers or their respective representatives true, correct Buyer true and complete copies of the SEC Documents (except for exhibits and incorporated documents). The Company has not available on provided to the E▇▇▇▇ systemBuyer 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 filing dates, the SEC Documents complied in all material respects with the requirements of the 1933 Act or the 1934 Act as the case may be and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 the light of the circumstances under which they were made, not misleading. As of their respective filing dates, 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 GAAP generally accepted accounting 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, 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). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)the Disclosure Schedule, during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed in such period prior to the date hereof, and all exhibits included therein and financial 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 E▇▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the 1934 Act or the 1933 Act. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoto financial statements included in the SEC Documents. Such financial statements have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") in all material respects, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf ; as of the Company date hereof, there are no obligations, liabilities or indebtedness (including contingent and indirect liabilities) which are material to the Buyers which is Company and required to be reflected in such financial statements that are not included reflected in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleadingsuch financial statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements under Section 13 or 15(d) of the Securities Exchange Act of 1934 Act (the “Exchange Act”) during the 2 years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to within the 2 years preceding the date hereof, hereof as amended after the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to 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 Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). The Company has delivered to the Buyers Investor or their respective representatives trueits representatives, correct or made available through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company and its subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP 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). No other information provided by or on behalf of the Company to the Buyers Investor which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. (i) 10(b)-5. The SEC Documents do not include any untrue statements of material fact, nor do they omit to state any material fact required to be stated therein necessary to make the statements made, in light of the circumstances under which they were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed set forth in Schedule 3(ww2(h), during the two (2) years prior to the date hereof, the Company has timely (including within any additional time periods provided by Rule 12b-25 under the 34 Act (as defined below)) 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 hereofhereof or prior to the Closing Date, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein therein, and the Company’s Schedule TO filed on June 30, 2010, all amendments thereto and all schedules and exhibits thereto and to any such amendments (including, without limitation, each Offer to Exchange filed therewith) being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyers Holders or their respective representatives true, correct and complete copies of the SEC Documents not available on the E▇▇▇▇▇ system. As Except as set forth in Schedule 2(h) or as corrected by subsequent amendments thereto, as of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents. As of their respective filing dates, and none of the SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as set forth in Schedule 2(h), as of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP 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). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇▇ systemsystem requested by the Buyers or their respective representatives. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company (including without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements 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 adjustmentsadjustments which are not reasonably expected to be material, either individually or in the aggregate). No other information provided by The Company is not currently contemplating to amend or on behalf restate any of the Financial Statements, nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Buyers which is not included Financial Statements, in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary each case, in order to make the statements therein, in the light for any of the circumstance under which Financials Statements to be in compliance with the generally accepted accounting principles and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they are recommend that the Company amend or were made, not misleadingrestate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except The Common Stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), and, except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereofSEC Documents, 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, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing filed prior to the date hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents including filings incorporated by reference therein being hereinafter referred to herein as the “"SEC Documents”"). The Company has delivered directed the Investor to the Buyers or their respective representatives true, accurate and readily accessible sources of true and correct and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documentssuch documents, and and, as of their respective filing dates, none of the SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing datesExcept as disclosed therein, the financial statements of the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements under the United States Generally Accepted Accounting Principles, as those conventions, rules and procedures are determined by the Financial Accounting Standards Board ("GAAP"), 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 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, 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). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(wwset forth on SCHEDULE 3(G), during the two (2) years prior to the date hereofsince March 31, 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 of the Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein together with all reports, schedules, forms, statements and other documents filed by it pursuant to the 1933 Act, being hereinafter referred to herein as the “"SEC Documents”DOCUMENTS"). The Company has delivered Company's SEC Documents are available to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available Holder on the E▇▇▇▇ systemEDGAR. As of their respective filing datesdates and except as disclosed on SCHEDUL▇ ▇(▇) attached hereto, the SEC Documents complied in all material respects with the requirements of the 1934 Act or the 1933 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). As of their respective filing dates, and except as disclosed on SCHEDULE 3(G) attached hereto, 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 Except as disclosed on SCHEDULE 3(G) attached hereto, such financial statements have been prepared in accordance with GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to (including the Buyers which is not notes thereto) included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to March 31, 2001 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 (including the notes thereto), which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC 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, notes 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 Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the E▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP 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 consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact filed prior to the date hereof, the Company has no liabilities contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to March 31, 1997 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Securities and Exchange Commission (the "SEC") pursuant to the reporting requirements of the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereofforegoing, and all exhibits included therein other documents and financial statements, notes and schedules thereto and documents incorporated registration statements heretofore filed by reference therein the Company with the SEC being hereinafter referred to as the “"SEC Documents”"). The Common Stock is currently quoted on the Over The Counter Bulletin Board. The Company has delivered or made available to the Buyers or their respective representatives true, correct each Investor true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act, and the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC (except those SEC Documents that were subsequently 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 the light of the circumstances under which they were made, not misleading. As Except as disclosed in the Company Schedule of Exceptions, as of their respective filing dates, the financial statements of the Company and its subsidiaries included (or incorporated by reference) 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 or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto, or (iib) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Buyers which is not included in Company with the SEC Documents contains and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any untrue statement of a material fact or omits to state any material fact necessary in order to make person other than the statements therein, in the light of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in on Schedule 3(ww)3(h) hereof, during the two (2) years prior to the date hereofsince at least March 31, 2004, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act (Act"), with all of the foregoing that were filed prior to the date hereof, hereof and all exhibits included therein and all financial statements, notes statements and schedules thereto and all documents (other than exhibits) 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 Buyer (to the extent requested by the Buyer) true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the applicable rules and regulations of the SEC promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements (i) have been prepared in accordance with GAAP (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 statementsstatements and (ii) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents Buyer contains any untrue statement of a material fact or omits to state any material fact necessary required to be stated therein in order to make the statements therein, in the light of the circumstance circumstances under which they are or were made, not misleading. Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, in each case of clauses (i) and (ii) above, which, individually or in the aggregate, are not material to the financial condition, business, operations, properties, operating results or prospects of the Company. The SEC Documents contain a complete and accurate description of all written and oral contracts, agreements, leases or other instruments to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound which are required by the rules and regulations promulgated by the SEC to be disclosed (each a "Contract"). None of the Company, its subsidiaries or, to the best of the Company's knowledge, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation would, or with the lapse of time, the giving of notice, or both, have a Material Adverse Effect.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since at least January 1, during the two (2) years prior to the date hereof2001, 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 hereofhereof and since at least January 1, 2001 and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered to the Buyers or their respective representatives true, correct Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). As of their respective 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to November 30, 2001 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since July 31, during the two (2) years prior to the date hereof1997, the Company has timely filed all reports, schedules, forms, statements and other documents and any amendments in respect of the foregoing 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, -------- hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein therein, being hereinafter referred to herein as the “"SEC Documents”"). The Company has delivered to the Buyers or their respective representatives true, correct and ------------- Attached hereto as Schedule 3(H) is a complete copies listing of the SEC Documents not available on Documents. At ------------- the E▇▇▇▇ system. As time of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. To the Company's knowledge, none of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior to the date hereof). As of their respective 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to July 31, 1998 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under United States generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are Company. Neither the Company nor any of its Subsidiaries or were madeany of their officers, not misleadingdirectors, employees or agents have provided the Buyers with any material, nonpublic information.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(wwSCHEDULE 3(G), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to August 31, 2005 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during (i) During the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act with respect to such time period (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The SECURITIES PURCHASE AGREEMENT Company has delivered to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the E▇▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company since January 1, 2008 pursuant to the 1933 Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the 1933 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the 1933 Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (ii) As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP 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 footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers in connection with the transactions contemplated hereby which is not included in the SEC Documents Documents, including, without limitation, information referred to in Section 2(d) of this Agreement or in any disclosure schedules, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed The Common Stock of the Company is listed on the Nasdaq SmallCap Market. The Company has made available to the Investor a true and complete copy of each statement, report, registration statement (with the prospectus in Schedule 3(wwthe form filed pursuant to Rule 424(b) of the Act), during definitive proxy statement and other filings made with the two Securities and Exchange Commission (2"SEC") years by the Company since April 1, 2004 and, prior to the date hereofClosing, the Company has timely will have furnished to the Investor true and complete copies of any additional documents filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant by the Company prior to the reporting requirements of Closing (collectively, the 1934 Act ("Company's SEC Documents"). The Company has made available to the Investor all of exhibits to the foregoing Company's SEC Documents filed prior to the date hereof, and will promptly make available to the Investor all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “any additional Company SEC Documents”). The Company has delivered Documents filed prior to the Buyers or their respective representatives true, correct and complete copies of the SEC Documents not available on the E▇▇▇▇ systemClosing. As of their respective filing dates, the Company's SEC Documents complied in all material respects with the requirements of the 1934 34 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, Act and none of the Company's SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Company SEC Document. As of their respective filing dates, the The financial statements of the Company Company, including the notes thereto, included in the Company's SEC Documents (the "Company 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 GAAP United States generally accepted accounting principles ("GAAP") applied on a basis consistent throughout the periods indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-QSB, to as permitted by Form 10-QSB of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). The Company Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of and its subsidiaries at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). No other information provided by or on behalf of There has been no material change in the Company to the Buyers which is not included accounting policies since March 31, 2005. Except as disclosed in the SEC Documents contains Documents, ince June 30, 2005, the Company has not sold or otherwise disposed o▇ ▇▇ ▇▇▇▇mbered any untrue statement of a material fact the properties or omits to state any material fact necessary in order to make assets reflected on the statements thereinCompany Financial Statements, or other assets owned or leased by it, except in the light ordinary course of business. The Company is presently in negotiations with the Securities and Exchange Commission to arrive at an agreement pertaining to the method of evaluation of the circumstance under which they are or were madeproved producing and proved undeveloped oil and gas reserves shown as an "off balance sheet" item in Footnote 21 to the Company's financial statements for the period ended March 31, not misleading2005.

SEC Documents; Financial Statements. Except as disclosed in on Schedule 3(ww)5.23, during the two (2) years prior to the date hereof, the Company Borrower has timely filed (or furnished, as applicable) all reports, schedules, forms, statements and other documents required to be filed by it with or furnished to the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed or furnished prior to the date hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company ) and has delivered to the Buyers or their respective representatives true, correct paid all fees and complete copies of the assessments due and payable in connection with such SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, to the best of Borrower’s knowledge, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the consolidated financial statements of the Company Borrower and its Subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP GAAP, consistently applied, during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto, or (iib) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company Borrower and its Subsidiaries as of the dates date thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, subject to normal year-end audit adjustments). No other information provided by or on behalf of the Company Borrower to the Buyers Lender, which is not included in the SEC Documents Documents, to the best of the Borrower’s knowledge, 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. None of the Credit Parties nor, to the knowledge of any responsible officer of the Borrower, any director, officer, agent, employee or other Person acting on behalf of Credit Parties, has received or otherwise has or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Borrower or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Borrower or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the 1934 Securities Exchange Act of 1934, as amended (the “Exchange Act”) (all of the foregoing filed prior to the date hereofforegoing, and all exhibits included therein other documents and financial statements, notes and schedules thereto and documents incorporated registration statements heretofore filed by reference therein the Company with the SEC being hereinafter referred to as the “SEC Documents”). The Common Stock is currently listed on the American Stock Exchange. The Company has delivered or made available to the Buyers or their respective representatives true, correct each Investor true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Securities Act, and the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SECSEC (except those SEC Documents that were subsequently 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 the light of the circumstances under which they were made, not misleading. As Except as disclosed in the Company Schedule of Exceptions, as of their respective filing dates, the financial statements of the Company and its subsidiaries included (or incorporated by reference) 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 or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except (ia) as may be otherwise indicated in such financial statements or the notes thereto, or (iib) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Buyers which is not included in Company with the SEC Documents contains and the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the account of any untrue statement of a material fact or omits to state any material fact necessary in order to make person other than the statements therein, in the light of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(wwSince its initial public offering (IPO), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereofhereof or prior to the date of the Closing, and all exhibits included therein and financial statements, notes statements 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 any SEC Documents requested by Buyers not available on the E▇▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1933 Act and the 1934 Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as disclosed on Schedule M, none of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings made prior to the date hereof). Except as disclosed on Schedule M, as of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP 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 adjustmentsadjustments or (iii) as disclosed on Schedule M). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact and except as disclosed in Schedules 3(m) and 3(s), the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under Company. To the extent required by the rules and regulations of the SEC applicable thereto, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which they are the Company or were madeany Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of the properties or assets of the Company or and Subsidiary is subject (each, not misleadinga “Material Contract”). Except as set forth in the SEC Documents, none of the Company, its Subsidiaries or, to the best knowledge of the Company, any of the other parties thereto is in breach or violation of any Material Contract, which breach or violation would have a Material Adverse Effect.

SEC Documents; Financial Statements. Except as disclosed in set forth on Schedule 3(ww)6(g) hereto, during the two (2) years prior to the date hereofsince December 31, the Company 1998, Borrower has timely filed (within applicable extension periods) 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 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof, and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to herein as the “"SEC Documents”"). The Company Borrower has delivered to the Buyers or their respective representatives true, correct Lenders true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings made prior to the date hereof). As of their respective filing dates, the financial statements of the Company Borrower included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto. Such financial statements have been prepared in accordance with GAAP U.S. generally accepted accounting principles ("GAAP"), 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 consolidated financial position of the Company Borrower and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal immaterial year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not Borrower included in the SEC Documents contains filed prior to the date hereof and any untrue statement of a material fact the liabilities described on Schedule 6(g) hereto, Borrower has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to the circumstance date of such financial statements, (ii) liabilities not required by GAAP to be disclosed on a balance sheet prepared in accordance with GAAP, and (iii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which they liabilities and obligations referred to in clauses (i), (ii) and (iii), individually or in the aggregate, are not material to the financial condition or were madeoperating results of Borrower. Neither Borrower nor any of its subsidiaries or any of their officers, not misleadingdirectors, employees or agents have provided the Lenders with any material, nonpublic information.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since January 11, during the two (2) years prior to the date hereof2000, 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, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered or made available to the Buyers or their respective representatives true, correct Holder true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in SCHEDULE 3(g), 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to September 30, 2001 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)Since March 11, during the two (2) years prior to the date hereof2022, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed Company’s filings with the SEC during the past two (2) years prior to the date hereof, hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇▇ systemsystem that has been requested in writing (including e-mails from any Buyer to the Company) by any Buyer. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”), 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other information provided The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on behalf the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company to the Buyers which in its financial statements or otherwise. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes with respect thereto) included in the SEC Documents contains (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any untrue statement of a material fact or omits to state any material fact necessary the Financial Statements, in each case, in order to make the statements therein, in the light for any of the circumstance under which Financial Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they are recommend that the Company amend or were made, not misleadingrestate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(wwSCHEDULE 3(G), during the two (2) years prior to the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act ACT") (all of the foregoing filed prior to the date hereof, hereof and all exhibits included therein and financial statements, notes 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”DOCUMENTS"). The Company has delivered to the Buyers or their respective representatives true, correct each Buyer true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments, except for such exhibits and incorporated documents. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the 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 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 GAAP 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 consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf Except as set forth in the financial statements of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact Documents, the Company has no liabilities, contingent or omits to state any material fact necessary in order to make the statements thereinotherwise, other than (i) liabilities incurred in the light ordinary course of business subsequent to February 29, 2008 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the circumstance under which they are or were made, not misleadingCompany.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww)for the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019, the Company’s Quarterly Report on Form 10-Q for the three months ended December 31, 2018, the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2018, and the financial statements required by Regulation S-X related to the Company’s acquisition of ECS Labs, LLC, during the two one (21) years year 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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered or made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with GAAP 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents Documents, including, without limitation, information referred to in Section 2(e) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2a) years prior to the date hereof, the Company Holdings has timely filed all reports, schedules, forms, statements and other documents reports required to be filed by it with under the SEC pursuant to Securities Act and the reporting requirements of the 1934 Exchange Act (all of the foregoing filed at least ten (10) days prior to the date hereof, hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents (other than exhibits) incorporated by reference therein therein, being hereinafter referred to 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 Document prior to the expiration of any such extension. The Company Holdings has delivered to the Buyers or their respective representatives Seller true, correct and complete copies of the SEC Documents not available on the E▇▇▇▇▇ systemsystem dated after May 17, 2007. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (b) As of their respective filing dates, the financial statements of the Company included in Financial Statements incorporated into the SEC Documents (the “Holdings Financial Statements”) and the related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements The Holdings Financial Statements and the related notes have been prepared in accordance with GAAP accounting principles generally accepted in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements the Holdings Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or not include footnotes, may be condensed or summary statementsstatements or may conform to the SEC’s rules and instructions for Reports on Form 10-QSB) and fairly present in all material respects the consolidated financial position of the Company Holdings as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other . (c) Holdings has not received from the Securities Exchange Commission (the “Commission”) any written comments, questions or requests for modification of disclosure in respect of any reports filed with the Commission pursuant to the Exchange Act, except for comments, questions or requests (i) that have been satisfied by the provision of supplemental information provided by or on behalf to the staff of the Company Commission, or (ii) in respect of which Holdings has agreed with the staff of the Commission to make a prospective change in future reports filed by it with the Commission pursuant to the Buyers Exchange Act, of which is not included in agreement the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleadingSeller and their counsel have been made aware.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has filed on a timely filed basis all reports, schedules, forms, statements statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all Exchange Act, including material filed pursuant to Section 13(a) or 15(d); provided the Buyers, severally and not jointly, acknowledge that, while the Company filed on June 5, 2025 with the SEC a Current Report on Form 8-K to report the consummation of the foregoing acquisition of Resource Group US Holdings LLC, the Company has not yet filed prior the financial statements and pro forma financial information required under Items 9.01(a) and (b) of Form 8-K, which were excluded from the June 5, 2025 Form 8-K filing in reliance on the instructions to the date hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”)such items. The Company has delivered not provided to the Buyers any information, which, according to applicable law, rule, or their respective representatives trueregulation, correct and complete copies of should have been disclosed publicly by the SEC Documents Company but which has not available on been so disclosed, other than with respect to the E▇▇▇▇ systemtransactions contemplated by this Agreement. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder 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, 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 the light of the circumstances under which they were made, not misleading. As of their respective filing dates, 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 GAAP generally accepted accounting principles in the United States applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents; Financial Statements. Except as disclosed The Company has made available to the Investor a true and complete copy of each statement, report, registration statement (with the prospectus in Schedule 3(wwthe form filed pursuant to Rule 424(b) of the Act), during definitive proxy statement and other filings made with the two (2) years SEC by the Company since July 28, 1999 and, prior to the date hereofClosing, the Company will have furnished to the Investor true and complete copies of any additional documents filed with the SEC by the Company prior to the Closing (collectively, the "Company SEC Documents"). The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant and The Nasdaq National Market since July 28, 1999. In addition, the Company has made available to the reporting requirements of Investor all exhibits to the 1934 Act (all of the foregoing Company SEC Documents filed prior to the date hereof, and will promptly make available to the Investor all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “any additional Company SEC Documents”). The Company has delivered Documents filed prior to the Buyers or their respective representatives true, correct and complete copies of Closing. All documents required to be filed as exhibits to the Company SEC Documents not available on have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms, and neither the E▇▇▇▇ systemCompany nor any of its subsidiaries is in material default thereunder. As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act Act"), and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsAct, and none of the Company SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Company SEC Document. As of their respective filing dates, the The financial statements of the Company Company, including the notes thereto, included in the Company SEC Documents (the "Company 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 GAAP United States generally accepted accounting principles ("GAAP") applied on a basis consistent throughout the periods indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes theretothereto or, or (ii) in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they may exclude footnotes or may be condensed or summary statements) and SEC). The Company Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of and its subsidiaries at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). No other information provided by or on behalf of There has been no material change in the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements thereinaccounting policies since February 29, in the light of the circumstance under which they are or were made, not misleading2000.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during During the two (2) years prior to the date hereof, and, as applicable, each Advance Notice Date, the Company has timely filed filed, or will have timely filed, all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Exchange Act (all of the foregoing filed prior to the date hereofhereof and, as applicable, each Advance Notice Date and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered or has made available to the Buyers Investor or their respective its representatives true, correct and complete copies of each of the SEC Documents not available on the E▇▇▇▇▇ system. As Except as disclosed in the Amendment No. 1 on Form 10-K/A to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (the “Form 10-K/A”), as of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as disclosed in the Form 10-K/A, as of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect as of the time of filing. Such Except as disclosed in the Form 10-K/A, such financial statements have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”), 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 adjustmentsadjustments which will not be material, either individually or in the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the applicable financial accounting standards of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to the Buyers Investor which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. The Company is not currently contemplating to further amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to further amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. Except as disclosed in the Form 10-K/A, the Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to the reporting requirements of the 1934 Act file such material) (all of the foregoing filed prior to the date hereof, hereof or amended after the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and any prospectuses that are current as of the date hereof and documents incorporated by reference therein therein, being hereinafter referred to as the “SEC Documents”)) on timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company has delivered to the Buyers or their respective representatives truerepresentatives, correct or made available through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇., true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective 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 GAAP 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). No other information provided by or on behalf of the Company to the Buyers which is not included in the SEC Documents Documents, including, without limitation, information referred to in Section 2(i) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, made and not misleading.

SEC Documents; Financial Statements. Except as disclosed The Company is not delinquent in Schedule 3(ww), during the two (2) years prior to the date hereof, the Company has timely filed all its filing of any 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, notes statements 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 E▇▇▇▇ system. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP 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). No other written information provided by or on behalf of the Company to the Buyers Investor which is not included in the SEC Documents Documents, including, without limitation, information referred to in Section 4(c) 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.

SEC Documents; Financial Statements. Except as disclosed in Schedule 3(ww), during the two (2) years prior to the date hereof, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements under Section 13 or 15(d) of the Securities Exchange Act of 1934 Act (the “Exchange Act”) during the 2 years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed prior to within the 2 years preceding the date hereof, hereof as amended after the date hereof and all exhibits included therein and financial statements, notes statements and schedules thereto and documents incorporated by reference therein therein, being hereinafter referred to 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 Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). The Company has delivered to the Buyers Investor or their respective representatives trueits representatives, correct or made available through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, true and complete copies of the SEC Documents not available on the E▇▇▇▇ systemDocuments. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company and its subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes Convertible Debentures thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyers Investor which is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.