Common use of SEC Documents Clause in Contracts

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reports.

SEC Documents. The Seller is obligated under Except as set forth in Schedule 2.1(j), the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file Company has filed all reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by it under the SellerExchange Act, including all exhibits thereto pursuant to Section 13(a) or incorporated therein by reference, and all documents filed by 15(d) thereof (the Seller under the Securities Act are hereinafter called foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement furnished by or on behalf of the Company, the "). The Seller Disclosure Materials") on a timely basis, or has received a valid extension of such time of filing and has filed all reports or other documents required to be filed under the Exchange Act. All any such SEC Documents filed by prior to the Seller (i) were prepared expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects in accordance with the requirements of the Securities Act and the Exchange Act and the Securities Act rules and (ii) did not at regulations of the time they were filed (orCommission promulgated thereunder, if amended or superseded by a filing prior to and none of the date hereofSEC Documents, then on the date of such filing) contain when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material agreements to which the Company is a party or by which the property or assets of the Company is subject have been filed as exhibits to the SEC Documents as required; the Company is not in breach of any such agreement where such breach may have or result in a Material Adverse Effect. The Seller financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles as in effect at the time of filing applied on a consistent basis during the periods involved, except as may be otherwise indicated in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since the date of the financial statements included in the Company's Registration Statement on Form SB-2 (SEC File No. 333- 45875) (the "Registration Statement"), there has previously delivered been no event, occurrence or development that has had a Material Adverse Effect which has not been specifically disclosed in writing to the Purchaser a correct and complete copy of each report which by the Seller Company. The Company last filed audited financial statements with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions Registration Statement, and negotiations with has not received any comments from the Commission in respect hereto which is material to the Seller has been disclosed in the Recent Reportsthereof.

SEC Documents. (a) The Seller is obligated under Company has filed all forms, reports and documents with the Securities Exchange Act of 1934SEC since May 1, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or 1996 required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller it under the Securities Act are hereinafter called and the Exchange Act (collectively, the "SEC DocumentsCOMPANY REPORTS"). The Seller has filed all reports or other documents required . (b) As of the filing date, each Company Report complied as to be filed under the Exchange Act. All SEC Documents filed by the Seller (i) were prepared form in all material respects in accordance with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Act, as the case may be. (iic) did not at the time they were filed As of its filing date (or, if amended or superseded superceded by a filing prior to the date hereof, then on the date of such later filing) ), each Company Report filed pursuant to the Exchange Act did not, and each such Company Report filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered . (d) Each Company Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Purchaser Securities Act, as of the date such statement or amendment became effective, did not contain any untrue statement of a correct and complete copy material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) None of each report which the Seller filed Company's Subsidiaries is required to file any forms, reports or other documents with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reports.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller Trust has filed all required forms, reports or other and documents required to be filed under with the Securities and Exchange Act. All Commission ("SEC") since December 31, 1994 (collectively, the "Trust SEC Documents filed by the Seller (i) Reports"), all of which were prepared in all material respects in accordance with the applicable requirements of the Exchange Act and the Securities Act. The Trust SEC Reports were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by the Trust since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Trust SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered to Each of the Purchaser a correct and complete copy balance sheets of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" Trust included in or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent ReportsTrust SEC Reports (including the related notes and schedules) other than those Recent Reports, if any, which have been filed via fairly presents the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All financial position of the information about Trust as of its date and each of the Seller statement of income, retained earnings and cash flows of the Trust included in or its Subsidiaries which has been disclosed to incorporated by reference into the Purchasers herein Trust SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of the Trust for the periods set forth therein (subject, in the course case of discussions unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and negotiations with respect hereto which is material to the Seller has been disclosed except, in the Recent Reportscase of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. The Seller is obligated Company has made available to Investor true and complete copies of all reports or registration statements the Company has filed with the Securities Exchange Commission ("SEC") under the Securities Act of 1933 ("SECURITIES ACT") and the Securities Exchange Act of 1934, as amended 1934 (the "Exchange ActEXCHANGE ACT") ), for all periods subsequent to file reports pursuant to Sections 13 and 15(d) thereof December 31, 2005, all in the form so filed (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called collectively the "SEC DocumentsDOCUMENTS"). The Seller Company has filed in a timely manner all reports or other documents that the Company was required to be filed file under the Exchange ActAct during the 12 months preceding the date of this Agreement. All As of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and none of the SEC Documents filed under the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The Seller has previously delivered , except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller subsequently filed document with the Securities and Exchange Commission (SEC. None of the "SEC" or the "Commission") SEC Documents filed under the Exchange Securities Act for any period ending on contained an untrue statement of material fact or after December 31omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such SEC Documents became effective under the Securities Act. Without limiting the foregoing, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All Company meets each of the information about eligibility requirements for the Seller or its Subsidiaries which has been disclosed to use of Form S-3 in connection with the Purchasers herein or in resale registration of the course of discussions and negotiations with respect hereto which is material to Shares as contemplated under the Seller has been disclosed in the Recent ReportsRegistration Rights Agreement.

SEC Documents. The Seller is obligated under Company has furnished to Lancit true and complete copies of each report, registration statement (in the Securities Exchange Act of 1934form in which it became effective) and definitive proxy statement filed by the Company with the SEC since September 1, as amended 1997 (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "Company SEC Documents"). The Seller has filed , which are all reports or other of the documents that the Company was required to be filed under file with the Exchange ActSEC since such date. All As of their respective dates, the Company SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and the applicable rules and regulations of the SEC thereunder. As of its filing date, each such report or statement filed pursuant to the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered Each such registration statement, as amended or supplemented, if applicable, filed pursuant to the Purchaser Securities Act as of the date such statement or amendment became effective did not contain any untrue statement of a correct and complete copy of each report which material fact or omit to state any material fact required to be stated therein or necessary to make the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31statements therein not misleading. All material agreements, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits contracts and other information incorporated by reference into documents required to be filed as exhibits to any of the Recent Reports) other than those Recent Reports, if any, which Company SEC documents have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing systemso filed. All The consolidated financial statements of the Company contained in the Company SEC Documents were prepared in accordance with GAAP applied on a consistent basis during the periods involved and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as at the dates indicated and the consolidated results of operations and consolidated cash flows of the Company and its consolidated subsidiaries for the periods then ended, except as indicated in the notes thereto, and except, in the case of unaudited interim financial statements, for the omission of footnote information about the Seller or its Subsidiaries and normal year-end audit adjustments which has been disclosed to the Purchasers herein are not, singly or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsaggregate, material.

SEC Documents. Undisclosed Liabilities. The Seller is obligated under Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1996 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 19341933, as amended (the "Exchange Securities Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed ), or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All , as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered Except to the Purchaser extent that information contained in any Company SEC Document has been revised or superseded by a correct and complete copy later Company Filed SEC Document, as of each report the date hereof, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Seller filed Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the Securities SEC, in all material respects with applicable accounting requirements and Exchange Commission (the "SEC" or published rules and regulations of the "Commission") under the Exchange Act for any period ending on or after December 31SEC with respect thereto, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies ) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all Recent Reports which have not been filed via material respects the SEC's ▇▇▇▇▇ filing system. All consolidated financial position of the information about Company and its consolidated Subsidiaries as of the Seller or its Subsidiaries which has been disclosed dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the Purchasers herein year-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of discussions business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and negotiations with respect hereto which is material to the Seller has been disclosed its consolidated Subsidiaries and which, individually or in the Recent Reportsaggregate, could reasonably be expected to have a Company MAE.

SEC Documents. The Seller is obligated under (a) All statements, reports, schedules, forms, exhibits and other documents required to have been filed by Carbonics with the U.S. Securities and Exchange Act of 1934, as amended Commission (the "Exchange Act"“SEC“) for the two years prior to file reports pursuant to Sections 13 and 15(d) thereof the date hereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents")) have been so filed and Carbonics is not delinquent in respect of any such required filings. The Seller has filed all reports or other documents required to be filed under Carbonics Entities are engaged only in the Exchange Act. All business described in the SEC Documents filed by and the Seller (i) were prepared SEC Documents contain a complete and accurate description in all material respects of the business of the Carbonics Entities, taken as a whole. (b) At the time of filing thereof, the SEC Documents complied as to form in accordance all material respects with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) Each registration statement and any amendment thereto filed by Carbonics pursuant to the Securities 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 Securities 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, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered ; and each prospectus filed pursuant to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission"Rule 424(b) under the Exchange Act for any period ending on or after December 31Securities Act, 2001 (the "Recent Reports," which term includes all exhibits thereto as of its issue date and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All as of the information about 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 Seller or its Subsidiaries which has been disclosed to the Purchasers herein or statements made therein, in the course light of discussions and negotiations with respect hereto the circumstances under which is material to the Seller has been disclosed in the Recent Reportsthey were made, not misleading.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934Parent has filed all required registration statements, as amended prospectuses, reports, schedules, forms, statements and other documents (the "Exchange Act"including exhibits and all other information incorporated by reference) to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by it with the SellerSEC since January 1, including 2005. Parent has made available to the Company all exhibits thereto or incorporated therein by referencesuch registration statements, prospectuses, reports, schedules, forms, statements and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be in the form filed under with the Exchange ActSEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof until the Effective Time) are referred to herein as the “Parent SEC Documents filed by Reports.” As of their respective dates, the Seller Parent SEC Reports (i) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act, or the Exchange Act Act, as the case may be, and the Securities Act rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or, or if amended or superseded by a filing prior to the date hereof, of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered None of Parent’s subsidiaries is required to the Purchaser a correct and complete copy of each report which the Seller filed file any forms, reports or other documents with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reports.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT") to file reports pursuant to Sections 13 and or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC DocumentsDOCUMENTS"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "CommissionCOMMISSION") under the Exchange Act for any period ending on or after December 31, 2001 2003 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing systemREPORTS"). All None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been not disclosed in the Recent ReportsReports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers.

SEC Documents. The Seller is obligated under Company has filed all required reports, schedules, forms, statements and other documents with the Securities Exchange Act of 1934SEC since October 27, as amended 1996 (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "Company SEC Documents"). The Seller has filed all reports or other documents required to be filed under As of their respective dates, the Exchange Act. All Company SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act Act, as the case may be, and the Securities Act rules and (ii) did not regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and at the time they were filed (orfiled, if amended or superseded by a filing prior to none of the date hereof, then on the date of such filing) contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered Except to the Purchaser extent that information contained in any Company SEC Document has been revised or superseded by a correct later-filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents as of their respective dates comply as to form in all material respects with applicable accounting requirements and complete copy the published rules and regulations of each report which the Seller filed SEC with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31respect thereto, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via prepared in accordance with generally accepted accounting principles (except, in the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via case of unaudited financial statements, as permitted by the SEC's ▇▇▇▇▇ filing system. All SEC on Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the information about Company as of the Seller or dates thereof and the results of its Subsidiaries which has been disclosed to operations and cash flows for the Purchasers herein or periods then ended (subject, in the course case of discussions and negotiations with respect hereto which is material unaudited financial statements, to the Seller has been disclosed in the Recent Reports.normal year-end

SEC Documents. The Seller As of the date of this Agreement, WWR is obligated an issuer required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended (the "“Securities Exchange Act”). Except as set forth in Section “5II” of Exhibit “G”, WWR has filed with the Securities and Exchange Commission (the "SEC") all reports, statements, schedules and other documents (collectively, the "SEC Documents") required to file reports pursuant to Sections 13 and 15(d) thereof (be filed. Except as set forth in Section “5II” of Exhibit “G”, all such reports filed or SEC Documents required to be filed by WWR as of the Seller, including all exhibits thereto or incorporated therein by reference, and all documents date of this Agreement were timely filed by WWR or filed within an allowable extension. As of their respective dates, the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act or the Securities Exchange Act Act, as the case may be, and the Securities Act rules and (ii) did not regulations of the SEC promulgated thereunder, and none of the SEC Documents, at the time they were filed (orwith the SEC, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered to As of their respective dates, the Purchaser a correct and complete copy of each report which financial statements included in the Seller SEC Documents filed with the Securities and Exchange Commission since March 31, 2010 (the "SEC" or the "CommissionFinancial Statements") under complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. There are no material misstatements or omissions in any periodic report previously filed by WWR pursuant to Section 15(d) of the Securities Exchange Act or in any proxy or information material previously furnished to its stockholders pursuant to Section 14 of the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsAct.

SEC Documents. The Seller is obligated Company has made available to Investor true and complete copies of all reports or registration statements the Company has filed with the Securities Exchange Commission (“SEC”) under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934, as amended 1934 (the "“Exchange Act") ”), for all periods subsequent to December 31, 2008, all in the form so filed (collectively the “SEC Documents”). To the Company’s knowledge, the Company has filed in a timely manner all documents that the Company was required to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange ActAct during the 12 months preceding the date of this Agreement. All To the Company’s knowledge, as of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and none of the SEC Documents filed under the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The Seller has previously delivered , except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller subsequently filed document with the Securities and Exchange Commission (SEC. To the "SEC" or Company’s knowledge, none of the "Commission") SEC Documents filed under the Exchange Securities Act for any period ending on contained an untrue statement of material fact or after December 31, 2001 (omitted to state a material fact required to be stated therein or necessary to make the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into statements therein not misleading at the Recent Reports) other than those Recent Reports, if any, which have been filed via time such SEC Documents became effective under the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsSecurities Act.

SEC Documents. The Seller is obligated under 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 "Exchange “1934 Act"”) to file reports pursuant to Sections 13 and 15(d) thereof (all such reports of the foregoing filed or required prior to be filed by the Seller, including date hereof and all exhibits included therein and financial statements and schedules thereto or and documents (other than exhibits to such documents) incorporated therein by referencereference therein, and all documents filed by being hereinafter referred to herein as the Seller under the Securities Act are hereinafter called the "SEC “Commission Documents"”). The Seller has filed all reports or other documents required to be filed under As of their respective dates, the Exchange Act. All SEC Commission Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Exchange 1934 Act and the Securities Act rules and (ii) did not regulations of the SEC promulgated thereunder applicable to the Commission Documents, and none of the Commission Documents, at the time they were filed (orwith the SEC, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller None of the statements made in any such Commission Documents is, or has previously delivered been, required to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission be amended or updated under applicable law (the "SEC" or the "Commission") under the Exchange Act except for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which such statements as have been filed via amended or updated in subsequent filings prior the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via date hereof). As of their respective dates, the SEC's ▇▇▇▇▇ filing system. All financial statements of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or Company included in the course Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of discussions and negotiations the SEC with respect hereto which is material to the Seller has been disclosed in the Recent Reportsthereto.

SEC Documents. The Seller is obligated under Company has provided to the Securities Exchange Act of 1934, as amended Investor its Registration Statement on Form S-4 (Registration No. 333-29357) (the "Exchange ActRegistration Statement") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed ), which Registration Statement has been declared effective by the Seller, including all exhibits thereto or incorporated therein by reference, U.S. Securities and all documents filed by the Seller under the Securities Act are hereinafter called Exchange Commission (the "SEC DocumentsCommission"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements As of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on and as supplemented by the date of such filing) Disclosure Schedule, the Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller consolidated financial statements of the Company included in the Registration Statement have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (except in the case of interim period financial information for normal year-end adjustments). The Company has previously delivered included in the Registration Statement all material agreements, contracts and other documents that it reasonably believes are required to be filed as exhibits to the Purchaser Registration Statement. As of the date hereof, and as supplemented by the Disclosure Schedule, to the Company's knowledge, the Company and its subsidiaries have in all material respects substantially performed all obligations required to be performed by them and are not in default in any material respect under any of such agreements, contracts or other documents to which any of them is a correct party or by which any of them is otherwise bound. As of the date hereof, and complete copy as supplemented by the Disclosure Schedule, to the Company's knowledge, all instruments referred to above are in effect and enforceable according to their respective terms, and there is not under any of each report which such instruments any existing material default or event of default or event that with notice or lapse of time or both, would constitute an event of default thereunder. As of the Seller filed date hereof, and as supplemented by the Disclosure Schedule, to the Company's knowledge, all parties having material contractual arrangements with the Securities Company or any of its subsidiaries are in substantial compliance therewith and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for none are in material default in any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsthereunder.

SEC Documents. The Seller is obligated Company has made available to Investor true and complete copies of all reports or registration statements the Company has filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934, as amended 1934 (the "“Exchange Act") ”), for all periods ending on or subsequent to file reports pursuant to Sections 13 and 15(d) thereof September 30, 2020, all in the form so filed (all such reports filed or required to be filed by collectively the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "“SEC Documents"”). The Seller To the Company’s knowledge, the Company has filed all reports or other documents that the Company was required to be filed file under the Exchange ActAct subsequent to September 30, 2020. All To the Company’s knowledge, as of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and none of the SEC Documents filed under the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The Seller has previously delivered , except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller subsequently filed document with the Securities and Exchange Commission (SEC. To the "SEC" or Company’s knowledge, none of the "Commission") SEC Documents filed under the Exchange Securities Act for any period ending on contained an untrue statement of material fact or after December 31, 2001 (omitted to state a material fact required to be stated therein or necessary to make the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into statements therein not misleading at the Recent Reports) other than those Recent Reports, if any, which have been filed via time such SEC Documents became effective under the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsSecurities Act.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) to file reports pursuant to Sections 13 and or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "“SEC Documents"”). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller as of or for any period beginning on or after January 1, 2004, (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered made available to the Purchaser Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "“SEC" ” or the "“Commission"”) under the Exchange Act for any period ending on or after December 31, 2001 2005 (the "“Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into ”); provided, however, that the Recent Reports) other than those Recent Reports, if any, which Company shall have been filed via no obligation to make available periodic reports to the SEC's ▇▇▇▇▇ filing system; Schedule Purchasers under this Section 3.6 identifies all Recent Reports which have not been filed via to the SEC's ▇▇▇▇▇ filing systemextent such reports are publicly available. All None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers any Purchaser herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been not disclosed in the Recent ReportsReports is or was required to be so disclosed, and no material non-public information has been disclosed to any Purchaser.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934Parent has filed all required registration statements, as amended prospectuses, reports, schedules, forms, statements and other documents (the "Exchange Act"including exhibits and all other information incorporated by reference) to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by it with the SellerSEC since January 1, including 2006. Parent has made available to the Company all exhibits thereto or incorporated therein by referencesuch registration statements, prospectuses, reports, schedules, forms, statements and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be in the form filed under with the Exchange ActSEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof until the Effective Time) are referred to herein as the “Parent SEC Documents filed by Reports.” As of their respective dates, the Seller Parent SEC Reports (i) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act, or the Exchange Act Act, as the case may be, and the Securities Act rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or, or if amended or superseded by a filing prior to the date hereof, of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered None of Parent’s subsidiaries is required to the Purchaser a correct and complete copy of each report which the Seller filed file any forms, reports or other documents with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reports.

SEC Documents. The Seller is obligated under Partnership has timely filed, and on the Securities Exchange Act of 1934Closing Date will have timely filed, as amended (the "Exchange Act") to file all forms, reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or documents required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under it with the Securities Act are hereinafter called and Exchange Commission (the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange Act“SEC”) since January 1, 2002. All SEC Documents filed by Partnership Reports, as of their respective dates, to the Seller Knowledge of the Partnership, (ia) were prepared complied, or will comply, in all material respects in accordance with the applicable requirements of the Exchange Act and the Securities Act and (iib) did not at the time they were filed (ornot, if amended or superseded by a filing prior to the date hereofand will not, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered representation in the preceding sentence does not apply to (a) any misstatement or omission in (i) any Partnership Report filed prior to the Purchaser date of this Agreement that was superseded by a correct subsequent Partnership Report filed prior to the date of this Agreement or (ii) any Partnership Report filed after the date of this Agreement that is superseded by a subsequent Partnership Report filed prior to the Closing Date or (b) any financial forecasts or projections included in the Partnership Reports. To the Knowledge of the Partnership, the consolidated financial statements of the Partnership included in the Partnership Reports were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and complete copy fairly present the consolidated financial position of each report which the Seller filed Partnership and its Subsidiaries, as of the dates thereof (subject, in the case of any unaudited statements, to the absence of footnotes and to normal year- end audit adjustments). As of the time of the filing of any relevant Partnership Report, to the Knowledge of the Partnership, the financial forecasts or projections included in such Partnership Report (as qualified and limited in the Partnership Report) were made by management of the Partnership in good faith and on a reasonable basis, except for any failure to make the financial forecasts or projections in good faith and on a reasonable basis that would not have a Partnership Material Adverse Effect. No Subsidiary of the Partnership is currently required to file any periodic reports with the Securities and Exchange Commission (the "SEC" or the "Commission") SEC under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsAct.

SEC Documents. The Seller is obligated under Since December 31, 2000, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference), and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or registration statements and other documents required to be filed under by it with the Exchange SEC pursuant to the Securities Act. All SEC Documents of the foregoing reports on Forms 10-K, 10-Q and 8-K and proxy statements filed after December 31, 2000 and prior to the date hereof, together with all registration statements filed by the Seller (i) were prepared Company after December 31, 2000 and prior to the date hereof, and in each case all amendments thereto, exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, are hereinafter referred to herein as the "SEC Documents". As of their respective dates, the SEC Documents complied in all material respects in accordance with the requirements of the Exchange Act or the Securities Act, as the case may be, and the Securities Act rules and (ii) did not regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed (orwith the SEC, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered Any statements made in any such SEC Documents that are or were required to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" be updated or the "Commission") amended under the Exchange Act for any period ending on or after December 31the Securities Act, 2001 (as the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reportscase may be, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller so updated or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsamended.

SEC Documents. The Seller is obligated Company has made available to Investor true and complete copies of all reports or registration statements the Company has filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934, as amended 1934 (the "“Exchange Act") ”), for all periods subsequent to file reports pursuant to Sections 13 and 15(d) thereof December 31, 2013, all in the form so filed (all such reports filed or required to be filed by collectively the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "“SEC Documents"”). The Seller To the Company’s knowledge, the Company has filed all reports or other documents that the Company was required to be filed file under the Exchange ActAct subsequent to December 31, 2013. All To the Company’s knowledge, as of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and none of the SEC Documents filed under the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The Seller has previously delivered , except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller subsequently filed document with the Securities and Exchange Commission (SEC. To the "SEC" or Company’s knowledge, none of the "Commission") SEC Documents filed under the Exchange Securities Act for contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such SEC Documents became effective under the Securities Act. Except as expressly set forth in this Section 3, the Company makes no representation or warranty, express or implied, in respect of any period ending on of the Company’s assets, liabilities or after December 31operations, 2001 (or otherwise, and any such other representations or warranties, including, without limitation, any representations, warranties or disclosures made in any presentation or marketing materials made available by the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent ReportsCompany, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsare hereby expressly disclaimed.

SEC Documents. The Seller is obligated Company has made available to Investor true and complete copies of all reports or registration statements the Company has filed with the Securities Exchange Commission ("SEC") under the Securities Act of 1933 ("SECURITIES ACT") and the Securities Exchange Act of 1934, as amended 1934 (the "Exchange ActEXCHANGE ACT") ), for all periods subsequent to file reports pursuant to Sections 13 and 15(d) thereof December 31, 2006, all in the form so filed (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called collectively the "SEC DocumentsDOCUMENTS"). The Seller Company has filed in a timely manner all reports or other documents that the Company was required to be filed file under the Exchange ActAct during the 12 months preceding the date of this Agreement. All As of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and none of the SEC Documents filed under the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The Seller has previously delivered , except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller subsequently filed document with the Securities and Exchange Commission (SEC. None of the "SEC" or the "Commission") SEC Documents filed under the Exchange Securities Act for any period ending on contained an untrue statement of material fact or after December 31, 2001 (omitted to state a material fact required to be stated therein or necessary to make the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into statements therein not misleading at the Recent Reports) other than those Recent Reports, if any, which have been filed via time such SEC Documents became effective under the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsSecurities Act.

SEC Documents. The Seller is obligated Company has made available to Investor true and complete copies of all reports and registration statements the Company has filed with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended ("SECURITIES ACT"), and the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT") ), for all periods subsequent to file reports pursuant to Sections 13 and 15(d) thereof December 31, 2005, all in the form so filed (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called collectively the "SEC DocumentsDOCUMENTS"). The Seller Company has filed in a timely manner all reports or other documents that the Company was required to be filed file under the Exchange ActAct during the 12 months preceding the date of this Agreement. All As of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and none of the SEC Documents filed under the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The Seller has previously delivered , except to the Purchaser extent corrected by a correct and complete copy subsequently filed SEC Document. None of the SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such SEC Documents became effective under the Securities Act. Without limiting the foregoing, the Company meets each report which of the Seller filed eligibility requirements for the use of Form S-3 in connection with the Securities and Exchange Commission (resale registration of the "SEC" or the "Commission") Shares as contemplated under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsRegistration Rights Agreement.

SEC Documents. The Seller is obligated under (a) Except as set forth in Section 6.7 of the Securities Exchange Act of 1934Disclosure Schedule, as amended (since January 1, 2003, the "Exchange Act") to file reports pursuant to Sections 13 Company has timely filed all reports, schedules, forms, statements and 15(d) thereof (all such reports filed or other documents required to be filed by it with the SellerSEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and after January 1, including all exhibits thereto or incorporated therein by reference2003, and all exhibits included therein and financial statements and schedules thereto and documents filed incorporated by the Seller under the Securities Act are reference therein, being hereinafter called referred to herein as the "SEC Documents"). The Seller Company has filed all reports delivered or other otherwise made available to the Investor true and complete copies of the SEC Documents, except the exhibits and schedules thereto and the documents required to be filed under incorporated therein. As of their respective dates, the Exchange Act. All SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Exchange Act and or the Securities Act Act, as the case may be, applicable to the SEC Documents, and (ii) did not none of the SEC Documents, at the time they were filed (orwith the SEC, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller chief executive officer and the chief financial officer of the Company has previously delivered each signed, and the Company has furnished to the Purchaser a correct SEC, all certifications required by Sections 302 and complete copy 906 of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇▇▇▇-▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which Act of 2002 (the "Certifications"). Such Certifications contain no qualifications or exceptions to the matters certified therein and have not been filed via modified or withdrawn, and neither the SEC's Company nor any of its officers have received notice from any Governmental Entity questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of such Certifications. Since the adoption of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ filing systemAct, the Company has complied in all material respects with the Laws, rules and regulations thereunder. All As of their respective dates, the financial statements of the information about Company included in the Seller or 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. (b) The Company and each of its Subsidiaries which has been disclosed maintain a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to the Purchasers herein or in the course of discussions Company and negotiations with respect hereto which is material to the Seller such Subsidiary. The Company has been disclosed in the Recent ReportsSEC Documents, based on its most recent evaluation thereof, any significant deficiencies in its internal accounting controls which would reasonably be expected to adversely affect in any material respect the Company's ability to record, process, summarize and report financial data and neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Documents. The Seller is obligated under Except as set forth in Section 3.27 of the Securities Exchange Act of 1934Buyer Disclosure Schedule, as amended (Buyer has filed, or will file prior to the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (Closing Date, all such reports filed or Buyer SEC Documents required to be filed by Buyer before the Sellerdate of this Agreement and before the Effective Time. As of their respective dates, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All Buyer SEC Documents filed by the Seller (i) were prepared complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the Securities Act rules and (ii) did not at regulations of the time they were filed (orSEC promulgated thereunder applicable to such Buyer SEC Documents, if amended or superseded by a filing prior to and none of the date hereof, then on the date of such filing) contain Buyer SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered Except to the Purchaser extent that information contained in any Buyer SEC Document has been revised or superseded by a correct later-filed Buyer SEC Document, filed and complete copy publicly available before the date of each report this Agreement or before the Effective Time, none of the Buyer SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Buyer included in the Seller filed Buyer SEC Documents complied as of their respective dates of filing with the Securities SEC as to form and Exchange Commission (substance in all material respects with applicable accounting requirements and the "SEC" or published rules and regulations of the "Commission") under SEC with respect thereto. As of the Exchange Act date of this Agreement, except as set forth in Section 3.27 of the Buyer Disclosure Schedule, there are no Buyer Material Contracts that Buyer expects to file as exhibits to its Annual Report on Form 10-K for any period ending on or after the year ended December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports2009 or any subsequent Quarterly Report on Form 10-Q, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsany required Current Report.

SEC Documents. The Seller is obligated under Company has made available to Purchaser a true and complete copy of the Securities Exchange Act of 1934Company’s Annual Report on Form 10-K for the year ended December 31, as amended 2007, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 and each current report on Form 8-K (except for the "Exchange Act"information deemed to be furnished and not filed therewith) and the definitive proxy statement filed by the Company with the SEC during the period commencing on January 1, 2008 and ending on the date hereof. The Company will, promptly upon the filing thereof, also make available to file reports pursuant to Sections 13 the Purchaser all Quarterly Reports on Form 10-Q and 15(d) thereof Current Reports on Form 8-K and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such reports filed or materials required to be filed by furnished to the SellerPurchaser pursuant to this sentence or pursuant to the immediately preceding sentence of this Section 3.26 being called, including all exhibits thereto or incorporated therein by referencecollectively, and all documents filed by the Seller under the Securities Act are hereinafter called the "“SEC Documents"”). The Seller Company has filed in a timely manner all reports or other documents that the Company was required to be filed file under the Exchange ActAct during the 12 months preceding the date of this Agreement. All As of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied or, when filed, will comply in all material respects in accordance with the requirements of the Exchange Act and or the Securities Act Act, as applicable, and (ii) did not at none of the time they were filed (SEC Documents contained or, if amended or superseded by a filing prior to the date hereofwhen filed, then on the date of such filing) will contain any untrue statement of a material fact or omitted or, when filed, will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were or will be made, not misleading. The Seller has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reports.

SEC Documents. (a) The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller Company has timely filed all reports or reports, proxy statements, registration statements, forms and other documents required to be filed under by it with the Exchange ActSEC since February 2, 2002, (collectively, including any exhibits and schedules thereto, and all documents incorporated by reference therein, the "Company SEC Documents"). All No Subsidiary of the Company is required to file any report, proxy statement, registration statement, form or other document with the SEC. None of the Company SEC Documents filed by (other than the Seller (i) were prepared financial statements and notes and schedules thereto contained therein, as to which representations are made in all material respects Section 3.7), as of their respective filing and effective dates and, in accordance with the requirements case of the Exchange Act and the Securities Act and (ii) did not at the time they were filed proxy statements, mailing dates (or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on as of the date respective filing, effective and mailing dates of such filing) contain amendments), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered All of such Company SEC Documents (as amended prior to the Purchaser a correct date of this Agreement, if amended prior to the date of this Agreement) complied in form and complete copy of each report which the Seller filed substance, in all material respects, with the applicable requirements of the Securities Act and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending Act, each as in effect on or after December 31the date so filed. (b) The Company is in compliance with, 2001 (and has complied, in all material respects with the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into applicable provisions of the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's S▇▇▇▇▇▇▇-▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via Act of 2002 and the SEC's related rules and regulations promulgated under such act or the Exchange Act (collectively, "S▇▇▇▇▇ filing system▇▇▇-▇▇▇▇▇"). All The Company has previously made available to Parent copies of all certificates delivered by officers and employees of the Company, including the Company's chief executive officer and chief financial officer, to the Company Board or any committee thereof pursuant to the certification requirements relating to the Company 2004 Form 10-K. The management of the Company has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information about relating to the Seller or Company and its Subsidiaries which has been disclosed is made known to the Purchasers herein or management of the Company by others within those entities and (ii) disclosed, based on its most recent evaluation, to the Company's outside auditors and the audit committee of the Board of Directors of the Company (A) all significant deficiencies and material weaknesses in the course design or operation of discussions internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to materially affect the Company's ability to record, process, summarize and negotiations with respect hereto which is material to the Seller has been disclosed report financial data and (B) any fraud, whether or not material, that involves management or other employees who, in each case, have a significant role in the Recent ReportsCompany's internal control over financial reporting.

SEC Documents. The Seller is obligated Company has made available to Investor true and complete copies of all reports or registration statements the Company has filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934, as amended 1934 (the "“Exchange Act") ”), for all periods ending on or subsequent to file reports pursuant to Sections 13 and 15(d) thereof December 31, 2023, all in the form so filed (all such reports filed or required to be filed by collectively the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "“SEC Documents"”). The Seller To the Company’s knowledge, the Company has filed all reports or other documents that the Company was required to be filed file under the Exchange ActAct subsequent to December 31, 2023. All To the Company’s knowledge, as of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and none of the SEC Documents filed under the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The Seller has previously delivered , except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller subsequently filed document with the Securities and Exchange Commission (SEC. To the "SEC" or Company’s knowledge, none of the "Commission") SEC Documents filed under the Exchange Securities Act for any period ending on contained an untrue statement of material fact or after December 31, 2001 (omitted to state a material fact required to be stated therein or necessary to make the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into statements therein not misleading at the Recent Reports) other than those Recent Reports, if any, which have been filed via time such SEC Documents became effective under the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsSecurities Act.

SEC Documents. The Seller is obligated under Company has made available to each Purchaser, a true and complete copy of the Securities Exchange Act of 1934Company’s Annual Report on Form 10-K for the year ended December 31, as amended 2007 and the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2008, June 30, 2008 and September 30, 2008, and any other statement, report (including, without limitation, Current Reports on Form 8-K), registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the "Exchange Act") Company with the SEC during the 12-month period ending on the Effective Date. The Company will, promptly upon the filing thereof, also make available to file each Purchaser all statements, reports pursuant to Sections 13 (including, without limitation, Quarterly Reports on Form 10-Q and 15(d) thereof Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such reports filed or required to be filed by materials being called, collectively, the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "“SEC Documents"”). The Seller Company has filed in a timely manner all reports or other documents that the Company was required to be filed file under the Exchange ActAct during the 12 months preceding the date of this Agreement. All As of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied or will comply in all material respects in accordance with the requirements of the Exchange Act and or the Securities Act Act, as applicable, and (ii) did not at none of the time they were filed (or, if amended SEC Documents contained or superseded by a filing prior to the date hereof, then on the date of such filing) will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, as of their respective filing dates, except to the extent corrected by a subsequently filed SEC Document. The Seller has previously delivered to Company meets the Purchaser a correct registration and complete copy transaction requirements for the use of each report which Form S-3 for the Seller filed with registration of the Securities and Exchange Commission (for resale by the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsPurchasers.

SEC Documents. The Seller Company is obligated under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) to file reports pursuant to Sections 13 and or 15(d) thereof (all such reports filed or required to be filed by the SellerCompany, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller Company under the Securities Act are of 1933, as amended (the “Securities Act”), hereinafter called the "“SEC Documents"”). The Seller Company has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller Company (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller Company has previously delivered made available to the Purchaser a correct and complete copy of each report which the Seller Company filed with the Securities and Exchange Commission (the "SEC" or the "Commission") SEC under the Exchange Act for any period ending on or after December 31June 30, 2001 2010 (the "“Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports”), if any, which have been filed or such reports are publicly available via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via on the SEC's ▇▇▇▇▇ filing systemCommission’s website. All None of the information about the Seller or its Subsidiaries Company which has been disclosed to the Purchasers Purchaser herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been not disclosed in the Recent ReportsReports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchaser.

SEC Documents. The Seller is obligated under Company has made available to each Purchaser, a true and complete copy of the Securities Exchange Act of 1934Company’s Annual Report on Form 10-K for the year ended December 31, as amended 2006, each current report on Form 8-K (except for the "Exchange Act") information deemed to file reports pursuant be furnished and not filed therewith), and definitive proxy statement, filed by the Company with the SEC during the period commencing on January 1, 2007 and ending on the date hereof. The Company will, promptly upon the filing thereof, also make available to Sections 13 each Purchaser all Quarterly Reports on Form 10-Q and 15(d) thereof Current Reports on Form 8-K and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Dates (all such reports filed or materials required to be filed by furnished to each Purchaser pursuant to this sentence or pursuant to the Sellernext preceding sentence of this Section 3.26 being called, including all exhibits thereto or incorporated therein by referencecollectively, and all documents filed by the Seller under the Securities Act are hereinafter called the "“SEC Documents"”). The Seller Company has filed in a timely manner all reports or other documents that the Company was required to be filed file under the Exchange ActAct during the 12 months preceding the date of this Agreement. All As of their respective filing dates, the SEC Documents complied or, when filed by the Seller (i) were prepared will comply in all material respects in accordance with the requirements of the Exchange Act and or the Securities Act Act, as applicable, and (ii) did not at none of the time they were filed (SEC Documents contained or, if amended or superseded by a filing prior to the date hereofwhen filed, then on the date of such filing) will contain any untrue statement of a material fact or omitted or, when filed, will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered , as of their respective filing dates, except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller subsequently filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsSEC Document.

SEC Documents. The Seller is obligated under Purchaser has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") since December 31, 1995 (collectively, the "Purchaser SEC Reports"), which were required to be filed after that date pursuant to the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference), and all documents filed by the Seller under the Securities Act are hereinafter called rules and regulations promulgated thereunder (collectively, the "SEC DocumentsSecurities Laws"). The Seller has Purchaser SEC Reports were filed all reports or other documents required to be filed under with the Exchange ActSEC in a timely manner. All As of their respective dates, the Purchaser SEC Documents filed by the Seller Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Exchange Act and the Securities Act Laws and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered to Each of the consolidated balance sheets of Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" included in or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent ReportsPurchaser SEC Reports (including the related notes and schedules) other than those Recent Reports, if any, which have been filed via fairly presents the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via consolidated financial position of Purchaser and the SEC's ▇▇▇▇▇ filing system. All Purchaser Subsidiaries as of its date and each of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course consolidated statements of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reports.income, retained earnings

SEC Documents. The Seller is obligated under Buyer has timely filed with the Securities Exchange Act of 1934SEC all required reports, as amended (the "Exchange Act") to file reports pursuant to Sections 13 proxy statements, registration statements, forms and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under by it with the Exchange ActSEC since January 1, 1998 (the "Buyer SEC Documents"). All As of their respective dates, and giving effect to any amendment thereto, the Buyer SEC Documents filed by the Seller (i) were prepared Documents, including any financial statements and schedules included therein, complied in all material respects in accordance with the requirements of the Exchange Act all applicable federal securities laws, and the Securities Act applicable rules and (ii) did not at regulations of the time they were SEC, each as in effect on the date so filed, and none of the Buyer SEC Documents, when filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain ), contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered No forms, reports and documents filed after the date of this Agreement and prior to the Purchaser Effective Time by the Buyer will contain any untrue statement of a correct and complete copy material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of each the circumstances under which they were made, not misleading. No Buyer subsidiary is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 or is required to file any form, report which the Seller filed or other document with the Securities and Exchange Commission (SEC, the "SEC" Nasdaq SmallCap Market or the "Commission") under the Exchange Act for any period ending on other stock exchange or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsgovernmental entity.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) to file reports pursuant to Sections 13 and or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "“SEC Documents"”). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available to the Purchaser a correct and complete copy of each proxy statement and report which the Seller filed with the Securities and Exchange Commission (the "“SEC" ” or the "“Commission"”) under the Exchange Act for any period ending on or after December 31, 2001 2002 (the "“Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system”). All None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been not disclosed in the Recent ReportsReports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers.

SEC Documents. The Seller is obligated under Company has made available to the Securities Exchange Act Purchaser, a true and complete copy of 1934the Company's Annual Report on Form 10-KSB for the year ended December 31, as amended 2006, and any other statement, report, registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the "Exchange Act") Company with the SEC during the period commencing on December 31, 2006 and ending on the date hereof. The Company will, promptly upon the filing thereof, also make available to file the Purchaser on its website, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, all statements, reports pursuant to Sections 13 (including, without limitation, Quarterly Reports on Form 10-Q and 15(d) thereof Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such reports filed or materials required to be filed by furnished to the SellerPurchaser pursuant to this sentence or pursuant to the next preceding sentence of this Section 3.5 being called, collectively, including all exhibits thereto or incorporated therein by referenceany amendments thereto, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller Since January 1, 2007, the Company has filed timely made all reports or other documents filings required to be filed made by it under the Exchange ActAct and the securities laws of any state, and any rules and regulations promulgated thereunder. All The SEC Documents filed by the Seller (i) were prepared comply in all material respects in accordance with the requirements of the Exchange Act and or the Securities Act Act, as applicable, and (ii) did not at none of the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered , as of their respective filing dates, except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller subsequently filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been SEC Document filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed prior to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsdate hereof.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934(a) Parent has filed all required registration statements, as amended prospectuses, reports, schedules, forms, statements and other documents (the "Exchange Act"including exhibits and all other information incorporated by reference) to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by it with the SellerSEC since January 1, 2005. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including all exhibits thereto or incorporated therein by reference, and all documents filed by those that Parent may file subsequent to the Seller under date hereof until the Securities Act Effective Time) are hereinafter called referred to herein as the "PARENT SEC Documents"). The Seller has filed all reports or other documents required to be filed under REPORTS." As of their respective dates, the Exchange Act. All Parent SEC Documents filed by the Seller Reports (i) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act, or the Exchange Act Act, as the case may be, and the Securities Act rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time they were filed (or, or if amended or superseded by a filing prior to the date hereof, of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered None of Parent's Subsidiaries is required to the Purchaser a correct and complete copy of each report which the Seller filed file any forms, reports or other documents with the Securities SEC. (b) Parent has established and Exchange Commission maintains the disclosure controls and procedures (the "SEC" or the "Commission") as defined in Rule 13a-15 under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent ReportsAct) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or as are described in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Parent SEC Reports.

SEC Documents. The Seller is obligated under Company has made available to each Purchaser, a true and complete copy of the Securities Exchange Act of 1934Company's Annual Report on Form 10K-SB for the year ended December 31, as amended 2002 and any other statement, report, registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the "Exchange Act") Company with the SEC during the period commencing December 31, 2002 and ending on the date hereof. The Company will, promptly upon the filing thereof, also made available to file each Purchaser all statements, reports pursuant to Sections 13 (including, without limitation, Quarterly Reports on Form 10-QSB and 15(d) thereof Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such reports filed or materials required to be filed by furnished to each Purchaser pursuant to this sentence or pursuant to the Sellernext preceding sentence of this Section 3.7 being called, including all exhibits thereto or incorporated therein by referencecollectively, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller Since January 1, 2003, the Company has filed timely made all reports or other documents filings required to be filed made by it under the Exchange Act, the Securities Act and the securities laws of any state, and any rules and regulations promulgated thereunder. All The SEC Documents filed by the Seller (i) were prepared complied or will comply in all material respects in accordance with the requirements of the Exchange Act and or the Securities Act Act, as applicable, and (ii) did not at none of the time they were filed (or, if amended SEC Documents contained or superseded by a filing prior to the date hereof, then on the date of such filing) will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, as of their respective filing dates, except to the extent corrected by a subsequently filed SEC Document filed prior to the date hereof. The Seller has previously delivered Company is eligible to use a registration statement on Form S-3 with respect to the Purchaser a correct and complete copy registration of each report which Registrable Securities (as such term is defined in the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission"Registration Rights Agreement) under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed pursuant to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsRegistration Rights Agreement.

SEC Documents. The Seller is obligated under Except for DYNA’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2012 and June 30, 212, and its amendment no. 2 to its Form 8-K originally filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2012, and as disclosed in Schedule 3.16, since January 17, 2012, DYNA has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed of the foregoing, and all exhibits included or required to be filed included therein and financial statements, notes and schedules thereto and documents incorporated by the Seller, including all exhibits thereto reference or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under incorporated by reference therein being hereinafter referred to as the Exchange Act“SEC Documents”). All DYNA has delivered to Seller or its representatives true, correct and complete copies of the SEC Documents filed by not available on the Seller (i) were prepared ED▇▇▇ ▇ystem, if any. As of their respective filing dates, the SEC Documents complied in all material respects in accordance with the all applicable requirements of the Securities Act and/or the Exchange Act and the Securities Act rules and (ii) did not regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed (orwith the SEC, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reports.

SEC Documents. The Seller is obligated Company has made available to Investor true and complete copies of all reports or registration statements the Company has filed with the Securities Exchange Commission (“SEC”) under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934, as amended 1934 (the "“Exchange Act") ”), for all periods subsequent to December 31, 2008, all in the form so filed (collectively the “SEC Documents”), including the Company’s current report on Form 8-K filed with the SEC on May 16, 2011. To the Company’s knowledge, the Company has filed in a timely manner all documents that the Company was required to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange ActAct during the 12 months preceding the date of this Agreement. All To the Company’s knowledge, as of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and none of the SEC Documents filed under the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The Seller has previously delivered , except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller subsequently filed document with the Securities and Exchange Commission (SEC. To the "SEC" or Company’s knowledge, none of the "Commission") SEC Documents filed under the Exchange Securities Act for any period ending on contained an untrue statement of material fact or after December 31, 2001 (omitted to state a material fact required to be stated therein or necessary to make the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into statements therein not misleading at the Recent Reports) other than those Recent Reports, if any, which have been filed via time such SEC Documents became effective under the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsSecurities Act.

SEC Documents. The Seller is obligated under Company has made available to each Purchaser, a true and complete copy of the Securities Exchange Act of 1934Company’s Annual Report on Form 10-K for the year ended December 31, as amended 2007 and the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2008, June 30, 2008 and September 30, 2008, and any other statement, report (including, without limitation, Current Reports on Form 8-K), registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the "Exchange Act") Company with the SEC during the 12-month period ending on the Effective Date. The Company will, promptly upon the filing thereof, also make available to file each Purchaser all statements, reports pursuant to Sections 13 (including, without limitation, Quarterly Reports on Form 10-Q and 15(d) thereof Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such reports filed or required to be filed by materials being called, collectively, the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "“SEC Documents"”). The Seller Company has filed in a timely manner all reports or other documents that the Company was required to be filed file under the Exchange ActAct during the 12 months preceding the date of this Agreement. All As of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied or will comply in all material respects in accordance with the requirements of the Exchange Act and or the Securities Act Act, as applicable, and (ii) did not at none of the time they were filed (or, if amended SEC Documents contained or superseded by a filing prior to the date hereof, then on the date of such filing) will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, as of their respective filing dates, except to the extent corrected by a subsequently filed SEC Document. The Seller has previously delivered to Company meets the Purchaser a correct registration and complete copy transaction requirements for the use of each report which Form S-3 for the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All registration of the information about Shares for resale by the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsPurchasers.

SEC Documents. (i) The Seller is obligated under Company has made available to Parent, or the Securities Exchange Act Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of 1934the SEC contains in a publicly available format, as amended (complete and correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed SEC by the SellerCompany since January 1, including 2004 (together with all exhibits thereto or information incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "“SEC Documents"”). The Seller Since January 1, 2004, the Company has filed all reports with or furnished to the SEC each report, schedule, form, statement or other documents document or filing required by Law to be filed under or furnished at or prior to the Exchange Acttime so required. All No Subsidiary of the Company is required to file or furnish any report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC. As of their respective dates, each of the SEC Documents filed by the Seller (i) were prepared complied as to form in all material respects in accordance with the requirements of the Exchange Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act Act”) and (ii) did not the Exchange Act, in each case, applicable to such SEC Document, and none of the SEC Documents at the time they were it was filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller Company has previously delivered made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2004, and relating to the Purchaser a correct and complete copy SEC Documents, together with all written responses of each report which the Seller filed with Company thereto. As of the Securities and Exchange Commission (date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via Company from the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reports.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT") to file reports pursuant to Sections 13 and or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC DocumentsDOCUMENTS"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "CommissionCOMMISSION") under the Exchange Act for any period ending on or after December 31, 2001 2003 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing systemREPORTS"). All None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers Purchaser herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been not disclosed in the Recent ReportsReports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchaser.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934Parent has filed all required registration statements, as amended prospectuses, reports, schedules, forms, statements and other documents (the "Exchange Act"including exhibits and all other information incorporated by reference) to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by it with the SellerSEC since January 1, including 2007. Parent has made available to the Company, or the ▇▇▇▇▇ system of the SEC contains in a publicly available format, all exhibits thereto or incorporated therein by referencesuch registration statements, prospectuses, reports, schedules, forms, statements and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be in the form filed under with the Exchange ActSEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof until the Effective Time) are referred to herein as the “Parent SEC Documents filed by Reports”. As of their respective dates, the Seller Parent SEC Reports (i) were prepared in accordance with and complied in all material respects in accordance with the requirements of the U.S. Securities Act, or the U.S. Exchange Act Act, as the case may be, and the Securities Act rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or, or if amended or superseded by a filing prior to the date hereof, of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered None of Parent’s Subsidiaries is required to the Purchaser a correct and complete copy of each report which the Seller filed file any forms, reports or other documents with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reports.

SEC Documents. The Seller Company is obligated under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) to file reports pursuant to Sections 13 and or 15(d) thereof (all such reports filed or required to be filed by the SellerCompany, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller Company under the Securities Act are of 1933, as amended (the “Securities Act”), hereinafter called the "“SEC Documents"”). The Seller Company has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller Company (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller Company has previously delivered made available to the Purchaser a correct and complete copy of each report which the Seller Company filed with the Securities and Exchange Commission (the "SEC" or the "Commission") SEC under the Exchange Act for any period ending on or after December 31June 30, 2001 2009 (the "“Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports”), if any, which have been filed or such reports are publicly available via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via on the SEC's ▇▇▇▇▇ filing systemCommission’s website. All None of the information about the Seller or its Subsidiaries Company which has been disclosed to the Purchasers Purchaser herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been not disclosed in the Recent ReportsReports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchaser.

SEC Documents. The Seller is obligated under As of the date of this Agreement, except as set forth in Section “8II” of Exhibit “J”, EDUtoons has filed with the Securities and Exchange Act of 1934, as amended Commission (the "Exchange ActSEC") all reports, statements, schedules and other documents (collectively, the "SEC Documents") required to file reports pursuant to Sections 13 and 15(d) thereof (be filed. Except as set forth in Section “8II” of Exhibit “J”, all such reports filed or SEC Documents required to be filed by EDUtoons as of the Seller, including all exhibits thereto or incorporated therein by reference, and all documents date of this Agreement were timely filed by EDUtoons or filed within an allowable extension. As of their respective dates, the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act or the Securities Exchange Act Act, as the case may be, and the Securities Act rules and (ii) did not regulations of the SEC promulgated thereunder, and none of the SEC Documents, at the time they were filed (orwith the SEC, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered to As of their respective dates, the Purchaser a correct and complete copy of each report which financial statements included in the Seller filed with the Securities and Exchange Commission SEC Documents (the "SEC" or the "CommissionFinancial Statements") under complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. There are no material misstatements or omissions in any periodic report previously filed by EDUtoons pursuant to Section 15(d) of the Securities Exchange Act or in any proxy or information material previously furnished to its stockholders pursuant to Section 14 of the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsAct.

SEC Documents. No Non-Public Information. The Seller is obligated under COMMON SHARES of the Securities Company are registered pursuant to Section 12(b) of the Exchange Act of 1934, as amended (and the "Exchange Act") to file reports pursuant to Sections 13 Company and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has its subsidiaries have filed all reports or reports, schedules, forms, statements and other documents required to be filed under by it with the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Exchange Act, including all solicitation statements and registration statements, and any amendments thereto required to have been filed (all of the foregoing including filings incorporated by reference therein being referred to herein as the "SEC DOCUMENTS"). All The Company has not directly or indirectly provided, and will not directly or indirectly provide, to the Purchaser any material non-public information or 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 dates, the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Exchange Act and the Securities Act rules and (ii) did not at regulations of the time they were filed (or, if amended or superseded by a filing prior to SEC promulgated thereunder and none of the date hereof, then on the date of such filing) contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller SEC Documents contain all material information concerning the Company and its subsidiaries, and no event or circumstance has previously delivered occurred prior to the Purchaser a correct and complete copy of each report date hereof or will have occurred on the Closing Date which would require the Seller filed with Company to disclose such event or circumstance in order to make the Securities and Exchange Commission (statements in the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have SEC Documents not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries misleading but which has not, or will have not, been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsso disclosed.

SEC Documents. The Seller is obligated under Since January 1, 2005, the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller Issuer has filed all reports or reports, schedules, forms, statements, Material Contracts, and other documents required to be filed under by it with the SEC pursuant to the reporting requirements of the Exchange ActAct (all of the foregoing (including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein) being hereinafter referred to as the “SEC Documents”). All As of their respective dates, the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Exchange Act and the Securities Act rules and (ii) did not regulations of the SEC promulgated thereunder applicable to the SEC Documents. None of the SEC Documents, at the time they were filed (orwith the SEC, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered misleading (except as such SEC Documents have been subsequently amended or revised in the SEC Documents prior to the Purchaser a correct Effective Date). As of their respective dates, the financial statements of the Issuer included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and complete copy the published rules and regulations of each report which the Seller filed SEC with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and respect thereto. No other information incorporated provided by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All or on behalf of the information about the Seller or its Subsidiaries which has been disclosed Issuer to the Purchasers herein or which is not included in the course SEC Documents contains any untrue statement of discussions and negotiations with respect hereto a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. None of the statements made in any such SEC Documents which is material required to be updated or amended under applicable law has not been so updated or amended. The Issuer meets the Seller has been disclosed requirements for use of Form S-3 for registration of the resale of Registrable Securities (as defined in the Recent ReportsRegistration Rights Agreement).

SEC Documents. The Seller is obligated under Company has filed all required reports, schedules, forms, statements and other documents with the Securities Exchange Act SEC since July 1, 1999 in a timely manner. The Company has delivered to each Purchaser a true and complete copy of 1934the Company's Annual Report on Form 10-K for the fiscal year ended June 30, as amended 2000, and any other statement, report, registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the "Exchange Act") Company with the SEC during the period commencing June 30, 2000 and ending on the date hereof. The Company will, promptly upon the filing thereof, deliver to file the Purchasers all statements, reports pursuant to Sections 13 (including, without limitation, Quarterly Reports on Form 10-Q and 15(d) thereof Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such reports filed or materials required to be filed by furnished to the SellerPurchaser pursuant to this sentence or pursuant to the preceding sentences of this Section 3.5 being called, including all exhibits thereto or incorporated therein by referencecollectively, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under As of their respective filing dates, the Exchange Act. All SEC Documents filed by the Seller (i) were prepared complied or will comply in all material respects in accordance with the requirements of the Exchange Act or the Securities Act, as applicable, and the Securities Act rules and (ii) did not at regulations promulgated thereunder, and none of the time they were filed (or, if amended SEC Documents contained or superseded by a filing prior to the date hereof, then on the date of such filing) will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, as of their respective filing dates, except to the extent corrected by a subsequently filed SEC Document. The Seller has previously delivered to financial statements of the Purchaser a correct and complete copy Company included in the SEC Documents complied or will comply as of each report which the Seller filed their respective dates of filing with the Securities SEC in all material respects with applicable accounting requirements and Exchange Commission the published rules and regulations of the SEC with respect thereto, have been or will be prepared in accordance with generally accepted accounting principles (except, in the "case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC" or ) applied on a consistent basis during the "Commission"periods involved (except as may be indicated in the notes thereto) under and fairly present the Exchange Act 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). As of the date hereof, the Company has, on a timely basis, made all filings required to be made by the Company with the SEC 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 period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) person other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsCompany.

SEC Documents. The Vision 21 has furnished the Seller is obligated under the Securities Exchange Act with a true and complete copy of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 each report and 15(d) thereof (all such reports filed or required to be registration statement filed by it with the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called (the "SEC Documents"). The Seller has filed ) since its initial public offering, which are all reports or other the documents that it was required to be filed under file with the Exchange ActSEC since such date. All To the best of Vision 21's knowledge, as of their respective dates, the SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement statements of a material fact facts or omit to state a material fact facts required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered to As of their respective dates, the Purchaser a correct and complete copy of each report which the Seller filed SEC Documents complied in all material respects with the applicable requirements of the Securities Act and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31and the rules and regulations promulgated under such statutes. The financial statements contained in the SEC Documents, 2001 (together with the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reportsnotes thereto, if any, which have been filed via prepared in accordance with GAAP, reflect all liabilities of Vision 21 required to be stated therein and present fairly the SECfinancial condition of Vision 21 at such date and the results of operations and cash flows of Purchaser for the period then ended. To the best of Vision 21's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have knowledge, the SEC Documents do not been filed via contain any untrue statements of material facts or omit to state any material facts required to be stated therein or necessary to make the SEC's ▇▇▇▇▇ filing system. All statements therein, in light of the information about circumstances under which they were made, not misleading as of the Seller date hereof except for such facts as are disclosed herein and except for the transactions contemplated hereby. Vision 21 has not suffered any material adverse change in its assets, properties or its Subsidiaries which has been disclosed to operations since the Purchasers herein or in date of the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsmost recent SEC Document.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller Company has filed all reports or reports, proxy statements, registration statements, forms and other documents required to be filed under by it with the Securities and Exchange ActCommission (“SEC”) since January 1, 2001 (collectively, including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”). All No Subsidiary of the Company is required to file any report, proxy statement, registration statement, form or other document with the SEC. None of the Company SEC Documents filed by (other than the Seller (i) were prepared financial statements and notes and schedules thereto contained therein, as to which representations are made in all material respects in accordance with the requirements Section 3.7), as of the Exchange Act their respective filing and the Securities Act and (ii) did not at the time they were filed effective dates (or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on as of the date respective filing and effective dates of such filing) contain amendment), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered misleading (except to the Purchaser extent amended, revised or superseded by a correct and complete copy of each report which the Seller subsequently filed Company SEC Document that has been filed with the Securities and Exchange Commission (SEC prior to the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing systemdate of this Agreement). All of such Company SEC Documents (as amended prior to the information about date of this Agreement, if amended prior to the Seller date of this Agreement) complied in form and substance, in all material respects, with the applicable requirements of the Securities Act and the Exchange Act, each as in effect on the date so filed (except to the extent amended, revised or its Subsidiaries which superseded by a subsequently filed Company SEC Document that has been disclosed filed with the SEC prior to the Purchasers herein or in the course date of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsthis Agreement).

SEC Documents. The Seller is obligated under (a) From January 1, 2023 to the Securities Exchange Act date of 1934this Agreement, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller Company has timely filed all reports or reports, schedules, forms, statements and other documents required to be filed under by it with the SEC pursuant to the Exchange ActAct (including pursuant to any timely filed notifications of late filings) for any of the foregoing (all of the foregoing filed prior to the date 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”). All As of their respective SEC filing dates, the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (and the Securities Act regulations promulgated thereunder), as the case may be, applicable to such SEC Documents, and (ii) did not at none of the time they were filed SEC Documents as of such respective dates (or, if amended or superseded by a filing prior to the date hereof, then on the date of the filing of such filingamendment, with respect to the disclosures that are amended) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered As of the date hereof, (i) the Company is eligible to file a registration statement on Form S-3, (ii) none of the Company’s subsidiaries is required to file any documents with the SEC, (iii) there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents and (iv) to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All knowledge of the information about Company, none of the Seller Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsoutstanding SEC investigation.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (Buyer has filed all such reports filed or Buyer SEC Documents required to be filed by it before the Sellerdate of this Agreement. As of their respective dates, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All Buyer SEC Documents filed by the Seller (i) were prepared complied as to form in all material respects in accordance with the requirements of the Securities Act, or the Exchange Act Act, as the case may be, and the Securities Act rules and (ii) did not at regulations of the time they were filed (orSEC promulgated thereunder applicable to such Buyer SEC Documents, if amended or superseded by a filing prior to and none of the date hereof, then on the date of such filing) contain Buyer SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered Except to the Purchaser extent that information contained in any Buyer SEC Document has been revised or superseded by a correct later-filed Buyer SEC Document, filed and complete copy publicly available before the date of each report this Agreement, as of the date of this Agreement, none of the Buyer SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Buyer included in the Seller filed Buyer SEC Documents complied as of their respective dates of filing with the Securities SEC as to form and Exchange Commission (substance in all material respects with applicable accounting requirements and the "SEC" or published rules and regulations of the "Commission") under SEC with respect thereto. As of the Exchange Act date of this Agreement, except as set forth on SECTION 3.10 of the Buyer Disclosure Schedule, there are no material contracts that Buyer expects to file as exhibits to its Annual Report on Form 10-K for any period ending on or after the year ended December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reports1999.

SEC Documents. The Seller is obligated Company has made available to Investor true and complete copies of all reports or registration statements the Company has filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934, as amended 1934 (the "“Exchange Act") ”), for all periods ending on or subsequent to file reports pursuant to Sections 13 and 15(d) thereof December 31, 2019, all in the form so filed (all such reports filed or required to be filed by collectively the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "“SEC Documents"”). The Seller To the Company’s knowledge, the Company has filed all reports or other documents that the Company was required to be filed file under the Exchange ActAct subsequent to December 31, 2019. All To the Company’s knowledge, as of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and none of the SEC Documents filed under the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The Seller has previously delivered , except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller subsequently filed document with the Securities and Exchange Commission (SEC. To the "SEC" or Company’s knowledge, none of the "Commission") SEC Documents filed under the Exchange Securities Act for any period ending on contained an untrue statement of material fact or after December 31, 2001 (omitted to state a material fact required to be stated therein or necessary to make the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into statements therein not misleading at the Recent Reports) other than those Recent Reports, if any, which have been filed via time such SEC Documents became effective under the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsSecurities Act.

SEC Documents. The Seller is obligated under Parent has furnished ▇▇▇▇▇▇▇▇ with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC since inception (as such documents have since the time of their filing been amended, the "Parent SEC Documents") and since that date, Parent has filed with the SEC all documents required to be filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under As of their respective dates, the Exchange Act. All Parent SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the Securities Act rules and (ii) did not at regulations of the time they were filed (orSEC thereunder applicable to such Parent SEC Documents, if amended or superseded by a filing prior to and none of the date hereof, then on the date of such filing) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered financial statements of Parent included in the Parent SEC Documents comply as to the Purchaser a correct form in all material respects with applicable accounting requirements and complete copy of each report which the Seller filed with the Securities published rules and Exchange Commission (regulations of the "SEC" or SEC with respect thereto, are accurate and in accordance with the "Commission") under the Exchange Act for any period ending on or after December 31books and records of Parent, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB of the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via ) and fairly present (subject, in the SEC's ▇▇▇▇▇ filing system. All case of the information about unaudited statements, to normal, recurring audit adjustments) the Seller or consolidated financial position of Parent as at the dates thereof and the consolidated results of its Subsidiaries which has been disclosed to operations and cash flows for the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsperiods then ended.

SEC Documents. The Seller is obligated under Company has filed with the Securities and Exchange Commission all reports, schedules, forms, statements and other documents required by the Securities Act or the Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the SellerCompany since January 31, 1994 (collectively, and in each case including all exhibits and schedules thereto or and documents incorporated therein by referencereference therein, and all documents filed by the Seller under the Securities Act are hereinafter called the "Company SEC Documents"). The Seller has filed all reports As of their respective dates, except to the extent revised or other documents required to be filed under superseded by a subsequent filing with the Securities and Exchange Act. All Commission on or before the date of this Agreement, the Company SEC Documents filed by the Seller (i) were prepared Company complied in all material respects in accordance with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and none of the Company SEC Documents (iiincluding any and all financial statements included therein) did not at filed by the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date Company as of such filing) contain dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller consolidated financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents, including any amendments thereto, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities and Exchange Commission with respect thereto. The Company has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (as exhibits to the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31Company SEC Documents all agreements, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits contracts and other information incorporated by reference into documents or instruments required to be so filed, and such exhibits are true and complete copies of such agreements, contracts and other documents or instruments, as the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing systemcase may be. All None of the information about Subsidiaries of the Seller Company is required to file any reports, schedules, statements or its Subsidiaries which has been disclosed to other documents with the Purchasers herein or in the course of discussions Securities and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsExchange Commission.

SEC Documents. The Seller is obligated under Company has made available to Purchasers and ------------- their counsel (by filing via ▇▇▇▇▇) correct and complete copies of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Act of 1934, as amended Commission (the "Exchange ActSEC") to file reports pursuant to Sections 13 and 15(d) thereof on or after January 1, 1996 (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "Company SEC Documents"). The Seller has filed , which are all reports or the documents (other documents than preliminary material) that Company was required to be filed under file with the Exchange ActSEC on or after January 1, 1996. All As of their respective dates or, in the case of registration statements, their effective dates, none of the Company SEC Documents filed (including all exhibits and schedules thereto and documents incorporated by the Seller (ireference therein) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered to the Purchaser a correct , and complete copy of each report which the Seller filed with there is no requirement under the Securities and Exchange Commission Act of 1933, as amended, (the "SEC" Securities Act") or the "Commission") under the Securities Exchange Act for any period ending on or after December 31of 1934, 2001 as amended, (the "Recent Reports," which term includes Exchange Act"), as the case may be, to have amended any such filing. The Company SEC Documents complied, when filed, in all exhibits thereto and all exhibits and other information incorporated by reference into material respects with the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All then applicable requirements of the information about Securities Act or the Seller or its Subsidiaries Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. Company has filed all documents and agreements which has been disclosed Company reasonably believed were required to be filed as exhibits to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsCompany SEC Documents.

SEC Documents. (a) The Seller is obligated under Company has timely filed with the U.S. Securities and Exchange Act of 1934, as amended Commission (the "Exchange Act"“SEC“) to file reports pursuant to Sections 13 all reports, schedules, forms, statements and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under with the Exchange Act. All SEC Documents filed by the Seller Company since January 1, 2002 (icollectively, the “Company SEC Documents“). (b) were prepared As of its respective date, each Company SEC Document complied in all material respects in accordance with the requirements of the Exchange Act or the Securities Act, as the case may be, and, to the extent not included in the Exchange Act or the Securities Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act“), rules and regulations promulgated by the NASD and the Securities Act rules and (ii) regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered None of the Subsidiaries of the Company is required to file or furnish any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. Except to the Purchaser extent that information contained in any Company SEC Document has been revised or superseded by a correct and complete copy of each report which the Seller later Company SEC Document filed with the Securities and Exchange Commission SEC prior to the date hereof, none of the Company SEC Documents filed with the SEC prior to the date hereof contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company SEC Document filed with the SEC prior to the Closing, none of the Company SEC Documents filed with the SEC after the date hereof contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The consolidated financial statements of the Company included in the Company SEC Documents (the "SEC" or “Company Financial Statements“) comply as to form in all material respects with applicable accounting requirements and the "Commission") under published rules and regulations of the Exchange Act for any period ending on or after December 31SEC with respect thereto, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC's ) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries on a consolidated basis as of the dates thereof and the results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments). Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made the certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which Act and the rules and regulations of the SEC promulgated thereunder with respect to the Company’s filings pursuant to the Exchange Act. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have not been filed via the SEC's meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ filing system. All Act. (d) The effectiveness of any additional SEC disclosure requirement that, as of the information about date of this Agreement, has been formally proposed that is not yet in effect, will not lead to any material change in the Seller or Company’s disclosures as set forth in the Company SEC Documents. (e) The Company and its Subsidiaries which have designed and maintain a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company (A) has been designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by the 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 SEC’s rules and forms and is accumulated and communicated to the Purchasers herein or Company’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (1) any significant deficiencies and material weaknesses in the course design or operation of discussions internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and negotiations with respect hereto which is material report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has made available to Buyer and Sub a summary of any such disclosure made by management to the Seller Company’s auditors and audit committee since January 1, 2002. The Company has been disclosed in made available to Buyer and Sub all correspondence between the Recent ReportsCompany and its auditors since January 1, 2002.

SEC Documents. The Seller is obligated under Parent has filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 2009, including but not limited to Parent’s Annual Report to Stockholders on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 13, 2009 (each, a “Parent SEC Document” and collectively, the “Parent SEC Documents”). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the United States Securities Exchange Act of 1934, as amended (the "“Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by ”), as the Seller, including all exhibits thereto or incorporated therein by referencecase may be, and all documents filed by the Seller under rules and regulations of the Securities Act are hereinafter called the "SEC promulgated thereunder applicable to such Parent SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements , and none of the Exchange Act and the Securities Act and (ii) did not Parent SEC Documents, taken as a whole, contained at the time they were filed (or, if amended or superseded by a of filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered Except to the Purchaser extent that information contained in any Parent SEC Document has been revised or superseded by a correct and complete copy of each report which the Seller later-filed with the Securities and Exchange Commission (the "SEC" Parent SEC Document or the "Commission") under the Exchange Act for any period ending on or after December 31by other public disclosure by Parent, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All none of the information about Parent SEC Documents, taken as a whole, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the Seller or its Subsidiaries statements therein, in light of the circumstances under which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsthey were made, not misleading.

SEC Documents. The Seller is obligated under Except as disclosed in the Securities Exchange Act of 1934Filed SEC Documents, as amended (since January 1, 2007, the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (Company has timely filed all such reports filed or SEC Documents required to be filed by it with the SellerCommission. Except to the extent that information contained in any Filed SEC Document has been revised or superseded by a later Filed SEC Document, including all exhibits thereto or incorporated therein by referenceas of their respective filings dates, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Exchange Act and the Securities Act rules and regulations of the Commission thereunder applicable to the SEC Documents, and none of the SEC Documents contain (ii) did not or at the time they were filed (orwith the Commission, if amended or superseded by a filing prior to the date hereof, then on the date of such filingcontained) contain any untrue statement of a material fact or omit (or, at the time they were filed with the Commission, omitted) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller Except to the extent that information contained in any Delivered Additional Information has previously delivered been revised or superseded by later Delivered Additional Information, none of the Additional Information, other than the projections and other forward-looking statements described in Section 3(jj), contains (or, at the time provided to the Purchaser or its affiliates, contained) any untrue statement of a correct and complete copy of each report which material fact or omits (or, at the Seller filed with time provided to the Securities and Exchange Commission (Purchaser or its affiliates, omitted) to state a material fact required to be stated therein or necessary in order to make the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31statements therein, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All in light of the information about the Seller or its Subsidiaries circumstances under which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsthey were made, not misleading.

SEC Documents. The Seller TCPG and SBG have filed with the Securities and Exchange Commission all Company SEC Reports required to be filed with the Securities and Exchange Commission by TCPG and SBG since January 1, 1999. No Subsidiary of TCPG (other than SBG) or SBG is obligated under required to file any form, report, schedule, statement or other document with the Securities and Exchange Commission. As of their respective dates, the Company SEC Reports filed with the SEC complied in all material respects with the requirements of the Securities Act, or the Securities Exchange Act of 1934, as amended (amended, as the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by referencecase may be, and all documents filed by the Seller under rules and regulations of the Securities Act are hereinafter called the "and Exchange Commission promulgated thereunder applicable to such Company SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements Reports as of the Exchange Act and date of the Securities Act and (ii) did not at filing thereof. Except to the time they were filed (or, if amended extent that information contained in any Company SEC Report has been revised or superseded by a filing prior to later filed Company SEC Report or as disclosed in the Draft S-1 Amendment, none of the Company SEC Reports as of the date hereof, then on the date of such filing) contain thereof contained any untrue statement of a material fact or omit to state omitted a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered historical financial statements (including the related notes) included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and the Purchaser a correct published rules and complete copy regulations of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31with respect thereto, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via prepared in accordance with GAAP applied on a consistent basis during the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein periods involved (except as may be indicated therein or in the course notes thereto) and fairly present in all material respects the consolidated financial positions of discussions TCPG and negotiations with respect hereto which is material to SBG and their consolidated Subsidiaries as of the Seller has been disclosed dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the Recent Reportscase of unaudited statements, to normal and recurring year-end adjustments).

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended Company has made available (the "Exchange Act"including via ▇▇▇▇▇) to file reports pursuant to Sections 13 the Purchaser, a true and 15(d) thereof complete copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2003, the Company's Definitive Proxy Statement for the Annual Meeting held on June 3, 2003 and the Company's Current Reports on Form 8-K filed after December 31, 2002 and before the date hereof (all such reports filed or required to be filed by the Sellermaterials being called, including all exhibits thereto or incorporated therein by referencecollectively, and all documents filed by the Seller under the Securities Act are hereinafter called the "FILED SEC DocumentsDOCUMENTS"). The Seller has Company will, promptly upon the filing thereof, also make available to each Purchaser all statements, reports (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all reports or other documents such materials required to be furnished to the Purchaser pursuant to this sentence being called, collectively, the "SEC DOCUMENTS"). The Company has filed in a timely manner all documents that the Company was required to file under the Exchange ActAct during the 12 months preceding the date of this Agreement. All As of their respective filing dates, the Filed SEC Documents filed by complied, and the Seller (i) were prepared SEC Documents will comply, in all material respects in accordance with the requirements of the Exchange Act Act, and none of the Securities Act Filed SEC Documents, as of their respective filing dates, contained, and (ii) did not at none of the time they were filed (orSEC Documents will contain, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit omitted or omit, as the case may be, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were or are, as the case may be, made, not misleading. The Seller has previously delivered , except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportssubsequent Filed SEC Document.

SEC Documents. (a) The Seller is obligated under Company has timely filed or furnished all reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “SEC”) required to be filed or furnished by the Company (the “SEC Documents”). As of their respective dates of filing, (i) the SEC Documents complied as to form, and all reports schedules, forms, statements and other documents required to be filed with the SEC after the date hereof will comply as to form, in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the "“Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by ”), as the Seller, including all exhibits thereto or incorporated therein by referencecase may be, and all documents filed the rules and regulations of the SEC promulgated thereunder applicable thereto, and (ii) except to the extent amended or superseded by a subsequent filing with the Seller under SEC, none of the Securities Act are hereinafter called SEC Documents contained (and none of the "SEC Documents"). The Seller has filed all reports or schedules, forms, statements and other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to SEC after the date hereof, then on the date of such filinghereof will contain) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reports.

SEC Documents. The Seller is obligated under Company has made available to each Purchaser, a true and complete copy of the Securities Exchange Act of 1934Company's Annual Report on Form 10-KSB for the year ended December 31, as amended 2004, and any other statement, report, registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the "Exchange Act") Company with the SEC during the period commencing on December 31, 2004 and ending on the date hereof. The Company will, promptly upon the filing thereof, also make available to file each Purchaser on its website, www.dobimedical.com, all statements, reports pursuant to Sections 13 (including, without lim▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Reports on Form 10-QSB and 15(d) thereof Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such reports filed or materials required to be filed by furnished to each Purchaser pursuant to this sentence or pursuant to the Sellernext preceding sentence of this Section 3.6 being called, collectively, including all exhibits thereto or incorporated therein by referenceany amendments thereto, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller Since January 1, 2005, the Company has filed timely made all reports or other documents filings required to be filed made by it under the Exchange ActAct and the securities laws of any state, and any rules and regulations promulgated thereunder. All The SEC Documents filed by the Seller (i) were prepared comply in all material respects in accordance with the requirements of the Exchange Act and or the Securities Act Act, as applicable, and (ii) did not at none of the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered , as of their respective filing dates, except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller subsequently filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been SEC Document filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed prior to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsdate hereof.

SEC Documents. The Seller is obligated under Since the Securities Exchange Act beginning of 1934fiscal 2006, as amended Company has filed all required reports, schedules, forms and registration statements with the SEC (the "Exchange Act") to file reports pursuant to Sections 13 collectively, and 15(d) thereof (all such reports filed or required to be filed by the Seller, in each case including all exhibits and schedules thereto or and documents incorporated therein by referencereference therein, and all documents filed by the Seller under the Securities Act are hereinafter called the "“Company SEC Documents"”). The Seller has filed all reports or other documents required to be filed under As of their respective filing dates, the Exchange Act. All Company SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and (ii) did not at none of the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date Company SEC Documents as of such filing) contain dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed SEC Document. Each of the financial statements of Company contained or incorporated by reference in the Company SEC Documents (the “Company Financial Statements”), as of their respective dates, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis (except as may be indicated in the notes thereto or, in the case of unaudited financial statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the Exchange Act). The Seller Company Financial Statements fairly present the consolidated financial condition and operating results of Company and its subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited quarterly statements, to normal year-end adjustments). There has previously delivered to the Purchaser a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after been no change in Company accounting policies since December 31, 2001 (2006, except as described in the "Recent Reports," which term includes notes to the Company Financial Statements. The chief executive officer and chief financial officer of Company have made all exhibits thereto and all exhibits and other information incorporated certifications required by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's S▇▇▇▇▇▇▇-▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via Act of 2002 and any related rules and regulations promulgated by the SEC's ▇▇▇▇▇ filing system, and the statements contained in any such certifications are complete and correct. All Company and its subsidiaries have implemented and maintained a system of internal accounting controls and financial reporting (as required by Rule 13a-15(a) under the information about Exchange Act) that are designed to provide reasonable assurances regarding the Seller reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Company maintains disclosure controls and procedures required by Rule 13a-15 or its Subsidiaries which has been disclosed to 15d-15 under the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsExchange Act.

SEC Documents. The Seller is obligated Company has made available to Investor true and complete copies of all reports or registration statements the Company has filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934, as amended 1934 (the "“Exchange Act") ”), for all periods ending on or subsequent to March 31, 2024, all in the form so filed (collectively the “SEC Documents”). To the Company’s knowledge, except as set forth on Schedule 2.4, the Company has timely filed all documents that the Company was required to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange ActAct during the one (1) year prior to the date hereof and one (1) year prior to each Closing Date with respect to which this representation is being made. All As of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and any of the SEC rules and regulations promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents filed under the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the SEC. The Seller has previously None of the SEC Documents filed under the Securities Act, this Agreement and the documents, instruments and agreements in connection herewith, or any other document, instrument or agreement binding on the Company and delivered to the Purchaser Investor, contained an untrue statement of material fact or omitted to state a correct and complete copy of each report which material fact required to be stated therein or necessary to make the Seller filed with statements therein not misleading at the time such SEC Documents became effective under the Securities and Exchange Commission (Act, or at the "SEC" time this Agreement or such documents, instruments or agreements became effective Except as set forth Schedule 2.3, there are no ongoing delisting procedures or inquiries initiated by Nasdaq. The Company is not engaged in any special selling efforts to support the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All sale of the information about the Seller or its Subsidiaries which has been disclosed securities pursuant to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsthis Agreement.

SEC Documents. The Seller is obligated under Company has made available to each Purchaser, a true and complete copy of the Securities Exchange Act of 1934Company's Annual Report on Form 10-KSB for the year ended December 31, as amended 2002, the Company's Quarterly Report on Form 10-QSB/A for the three months ended March 31, 2003, and the Company's Quarterly Reports on Form 10-QSB for the three months ended June 30, 2003 and September 30, 2003 and any other statement, report, registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the "Exchange Act") Company with the SEC during the period commencing on December 31, 2002 and ending on the date hereof. The Company will, promptly upon the filing thereof, also make available to file each Purchaser all statements, reports pursuant to Sections 13 (including, without limitation, Quarterly Reports on Form 10-QSB and 15(d) thereof Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Closing Date (all such reports filed or materials required to be filed by furnished to each Purchaser pursuant to this sentence or pursuant to the Sellernext preceding sentence of this Section 3.6 being called, collectively, including all exhibits thereto or incorporated therein by referenceany amendments thereto, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller Since January 1, 2003, the Company has filed timely made all reports or other documents filings required to be filed made by it under the Exchange ActAct and the securities laws of any state, and any rules and regulations promulgated thereunder. All The SEC Documents filed by the Seller (i) were prepared comply in all material respects in accordance with the requirements of the Exchange Act and or the Securities Act Act, as applicable, and (ii) did not at none of the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, as of their respective filing dates, except to the extent corrected by a subsequently filed SEC Document filed prior to the date hereof. The Seller has previously delivered Company is eligible to use a registration statement on Form S-3 with respect to the Purchaser a correct and complete copy registration of each report which Registrable Securities (as such term is defined in the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission"Registration Rights Agreement) under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed pursuant to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsRegistration Rights Agreement.

SEC Documents. The Seller Company is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the SellerCompany, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller Company under the Securities Act are hereinafter called the "SEC Documents"). The Seller Company has filed all reports or other documents required to be filed under the Exchange Act. All SEC Documents filed by the Seller Company (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller Company has previously delivered or made available (including via the SEC's ▇▇▇▇▇ filing system) to the Purchaser a correct and complete copy of each report which the Seller Company filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 2003 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system). All of the information about the Seller Company or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller Company has been disclosed in the Recent Reports.

SEC Documents. The Seller is obligated under Company has made available to each Purchaser, a true and complete copy of the Securities Exchange Act of 1934Company's Annual Report on Form 10-KSB for the fiscal year ended May 31, as amended 2004, the Company's Quarterly Reports on Form 10-QSB for the quarterly periods ended August 31,2004, November 30, 2004, February 28, 2005 and any other statement, report, registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the "Exchange Act") Company with the SEC during the period commencing on June 1, 2004 and ending on the date hereof. The Company will, promptly upon the filing thereof, also make available to file each Purchaser, including via ▇▇▇▇▇ and/or the Company's website, all statements, reports pursuant to Sections 13 (including, without limitation, Quarterly Reports on Form 10-QSB and 15(d) thereof Current Reports on Form 8-K), registration statements and definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Final Closing Date (all such reports filed or materials required to be filed by furnished to each Purchaser pursuant to this sentence or pursuant to the Sellerfirst sentence of this Section 3.6 being called, including all exhibits thereto or incorporated therein by referencecollectively, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller Company has filed all reports or other documents SEC Documents that the Company was required to be filed file under the Exchange ActAct during the 12 months preceding the date of this Agreement. All As of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied or will comply in all material respects in accordance with the requirements of the Exchange Act and or the Securities Act Act, as applicable, and (ii) did not at none of the time they were filed (or, if amended SEC Documents contained or superseded by a filing prior to the date hereof, then on the date of such filing) will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered , as of their respective filing dates, except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller subsequently filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsSEC Document.

SEC Documents. The Seller is obligated Company has made available to Investor true and complete copies of all reports or registration statements the Company has filed with the Securities Exchange Commission (“SEC”) under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934, as amended 1934 (the "“Exchange Act") ”), for all periods subsequent to file reports pursuant to Sections 13 and 15(d) thereof December 31, 2005, all in the form so filed (all such reports filed or required to be filed by collectively the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "“SEC Documents"”). The Seller Company has filed in a timely manner all reports or other documents that the Company was required to be filed file under the Exchange ActAct during the 12 months preceding the date of this Agreement. All As of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and none of the SEC Documents filed under the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The Seller has previously delivered , except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller subsequently filed document with the Securities and Exchange Commission (SEC. None of the "SEC" or the "Commission") SEC Documents filed under the Exchange Securities Act for any period ending on contained an untrue statement of material fact or after December 31omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such SEC Documents became effective under the Securities Act. Without limiting the foregoing, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All Company meets each of the information about eligibility requirements for the Seller or its Subsidiaries which has been disclosed to use of Form S-3 in connection with the Purchasers herein or in resale registration of the course of discussions and negotiations with respect hereto which is material to Shares as contemplated under the Seller has been disclosed in the Recent ReportsRegistration Rights Agreement.

SEC Documents. The Seller is obligated under Since January 1, 2015, the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (Company has filed all such reports filed or Company SEC Documents required to be filed by it pursuant to applicable Laws as of the SellerAgreement Date. As of the Agreement Date, including all exhibits thereto or incorporated therein by reference, and all documents filed by none of the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents Company Subsidiaries is required to be filed under the Exchange Act. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance file any documents with the requirements SEC. As of the Exchange Act and time that it was filed with the Securities Act and (ii) did not at the time they were filed SEC (or, if amended or superseded by a filing prior to the date hereofAgreement Date, then on the date of such filing): (i) contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered As of the Agreement Date and except to the Purchaser extent superseded by more recent filings prior to the Agreement Date and for the transactions contemplated by this Agreement, the Company SEC Documents, taken as a correct whole, do 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 therein, in the light of the circumstances under which they were made, not misleading. As of the Agreement Date, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. As used in this Agreement, the term “file” and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31variations thereof, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by when used in reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via to the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports , will be broadly construed to include any manner in which have not been filed via a document or information is filed, furnished, supplied or otherwise made available to the SEC's ▇▇▇▇▇ filing system. All of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reports.

SEC Documents. The Seller is obligated under (i)The Company has made available to Parent, or the Securities Exchange Act Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of 1934the SEC contains in a publicly available format, as amended (complete and accurate copies of all reports, schedules, forms, statements and other documents filed with the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed SEC by the SellerCompany since December 31, including 2002 (together with all exhibits thereto or information incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "“SEC Documents"”). The Seller Company has filed all reports with the SEC each report, schedule, form, statement or other documents document or filing required by Law to be filed. No Subsidiary is required to be filed under file any report, schedule, form, statement or other document with the Exchange ActSEC. All As of their respective dates, each of the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act and the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (ii) did not “SOX”), in each case, applicable to such SEC Documents at the time they were of filing, and none of the SEC Documents at the time it was filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered Except to the Purchaser extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a correct and complete copy “Filed SEC Document”) has been revised or superseded by a later filed SEC Document, none of each report the SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Seller financial statements (including the related notes) of the Company included in the SEC Documents complied at the time it was filed as to form in all material respects with the Securities applicable accounting requirements and Exchange Commission the published rules and regulations of the SEC with respect thereto in effect at the time of filing, had been prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the "SEC" or case of unaudited statements, as permitted by the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto rules and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via regulations of the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies ) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all Recent Reports which have not been filed via material respects the SEC's ▇▇▇▇▇ filing system. All consolidated financial position of the information about Company and its consolidated Subsidiaries as of the Seller or dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which has been disclosed to the Purchasers herein individually or in the course of discussions and negotiations with respect hereto which is material aggregate have had, or are reasonably likely to have, a Material Adverse Effect on the Seller has been disclosed in the Recent ReportsCompany.

SEC Documents. The Seller is obligated under Borrower has filed, through the Securities Exchange Act SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or successor thereto) (“▇▇▇▇▇”), all of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed SEC Documents within the time frames prescribed by the Seller, SEC (including all exhibits thereto or incorporated therein by reference, any available grace periods and all documents filed extensions authorized by the Seller under SEC) for the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All filing of such SEC Documents such that each filing was timely filed with the SEC. As of their respective dates, or to the extent corrected by a subsequent restatement filed prior to the Seller (i) were prepared date that this representation is made, each of the SEC Documents complied in all material respects in accordance with the requirements of the Securities Act and/or the Exchange Act (as applicable) and the Securities Act rules and (ii) did not regulations of the SEC promulgated thereunder applicable to the SEC Documents. None of the SEC Documents, at the time they were filed (orwith the SEC, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Seller has previously delivered to Since the Purchaser a correct and complete copy filing of the SEC Documents, as of each report Disbursement Date, no event has occurred that would require an amendment or supplement to any of the SEC Documents and as to which the Seller filed with the Securities and Exchange Commission (the "SEC" such an amendment or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have a supplement has not been filed via the SEC's and made publicly available on ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which on or prior to such Disbursement Date. As of the Closing Date, the Borrower has not received any written comments from the SEC staff that have not been filed via resolved, to the SEC's ▇▇▇▇▇ filing system. All knowledge of the information about the Seller or its Subsidiaries which has been disclosed Borrower, to the Purchasers herein or in satisfaction of the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent ReportsSEC staff.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”) to file reports pursuant to Sections 13 and or 15(d) thereof (all such reports filed or required to be filed by the SellerSeller at any date subsequent to January 1, 1996, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "“SEC Documents"”). The Seller has filed all reports or other documents required to be filed under the Exchange ActAct prior to the date of this Agreement. All SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered or made available via ▇▇▇▇▇ to the Purchaser Purchasers a correct and complete copy of each report which the Seller filed with the Securities and Exchange Commission (the "“SEC" ” or the "“Commission"”) under the Exchange Act for any period ending on or after December 31, 2001 2002 (all such reports filed or required to be filed by the "Recent Reports," which term includes Seller including all exhibits thereto and all exhibits and other information or incorporated therein by reference into reference, the “Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system”). All None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been not disclosed in the Recent ReportsReports is or was required to be so disclosed, and no material non-public information has been disclosed to the Purchasers.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (Buyer has filed all such reports filed or Buyer SEC Documents required to be filed by Buyer before the Sellerdate of this Agreement. As of their respective dates, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under the Exchange Act. All Buyer SEC Documents filed by the Seller (i) were prepared complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the Securities Act rules and (ii) did not at regulations of the time they were filed (orSEC promulgated thereunder applicable to such Buyer SEC Documents, if amended or superseded by a filing prior to and none of the date hereof, then on the date of such filing) contain Buyer SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered Except to the Purchaser extent that information contained in any Buyer SEC Document has been revised or superseded by a correct later-filed Buyer SEC Document, filed and complete copy publicly available before the date of each report this Agreement, as of the date of this Agreement, none of the Buyer SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements, therein, in light of the circumstances under which they were made, not misleading. The financial statements of Buyer included in the Seller filed Buyer SEC Documents complied as of their respective dates of filing with the Securities SEC as to form and Exchange Commission (substance in all material respects with applicable accounting requirements and the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31, 2001 (the "Recent Reports," which term includes all exhibits thereto published rules and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All regulations of the information about the Seller or its Subsidiaries which has been disclosed to the Purchasers herein or in the course of discussions and negotiations SEC with respect hereto which is thereto. As of the date of this Agreement, except as set forth in SECTION 3.9 of the Buyer Disclosure Schedule, there are no material contracts that Buyer expects to file as exhibits to its Annual Report on Form 10-K for the Seller has been disclosed in the Recent Reportsyear ended September 30, 2000.

SEC Documents. The Seller is obligated under Company has timely filed with the Securities and Exchange Act of 1934, as amended Commission (the "Exchange ActSEC") to file reports pursuant to Sections 13 all forms, reports, schedules, statements and 15(d) thereof (all such reports filed or other documents required to be filed with the SEC by the SellerCompany since December 31, including 1996 (together with all exhibits thereto or information incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has filed all reports or other documents required to be filed under As of their respective dates, the Exchange Act. All SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act Act, as the case may be, and the Securities Act rules and (ii) did not regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (a "Filed SEC Document") has been revised or superseded by a later Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered financial statements (including the related notes) included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the Purchaser a correct published rules and complete copy regulations of each report which the Seller filed SEC with the Securities and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act for any period ending on or after December 31respect thereto, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies ) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all Recent Reports which have not been filed via material respects the SEC's ▇▇▇▇▇ filing system. All consolidated financial position of the information about Company as of the Seller or its Subsidiaries which has been disclosed to dates thereof and their consolidated results of operations and cash flows for the Purchasers herein or periods then ended (subject, in the course case of discussions unaudited statements, to normal and negotiations with respect hereto which is material to the Seller has been disclosed in the Recent Reportsrecurring year-end audit adjustments).

SEC Documents. The Seller is obligated Company has made available to Investor true and complete copies of all reports or registration statements the Company has filed with the Securities Exchange Commission ("SEC") under the Securities Act of 1933 ("SECURITIES ACT") and the Securities Exchange Act of 1934, as amended 1934 (the "Exchange ActEXCHANGE ACT") ), for all periods subsequent to file reports pursuant to Sections 13 and 15(d) thereof December 31, 2005, all in the form so filed (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called collectively the "SEC DocumentsDOCUMENTS"). The Seller Company has filed in a timely manner all reports or other documents that the Company was required to be filed file under the Exchange ActAct during the 12 months preceding the date of this Agreement. All As of their respective filing dates, the SEC Documents filed by the Seller (i) were prepared complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and none of the SEC Documents filed under the Exchange Act and the Securities Act and (ii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The Seller has previously delivered , except to the Purchaser extent corrected by a correct and complete copy of each report which the Seller subsequently filed document with the Securities and Exchange Commission (SEC. None of the "SEC" or the "Commission") SEC Documents filed under the Exchange Securities Act for any period ending on contained an untrue statement of material fact or after December 31omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such SEC Documents became effective under the Securities Act. Without limiting the foregoing, 2001 (the "Recent Reports," which term includes all exhibits thereto and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's ▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system. All Company meets each of the information about eligibility requirements for the Seller or its Subsidiaries which has been disclosed to use of Form S-3 in connection with the Purchasers herein or in resale registration of the course of discussions and negotiations with respect hereto which is material to Shares as contemplated under the Seller has been disclosed in the Recent ReportsExisting Registration Rights Agreement.

SEC Documents. (a) The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports pursuant to Sections 13 and 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller Company has timely filed all reports or reports, proxy statements, registration statements, forms and other documents required to be filed under by it with the Exchange ActSEC since February 2, 2002, (collectively, including any exhibits and schedules thereto, and all documents incorporated by reference therein, the "Company SEC Documents"). All No Subsidiary of the Company is required to file any report, proxy statement, registration statement, form or other document with the SEC. None of the Company SEC Documents filed by (other than the Seller (i) were prepared financial statements and notes and schedules thereto contained therein, as to which representations are made in all material respects Section 3.7), as of their respective filing and effective dates and, in accordance with the requirements case of the Exchange Act and the Securities Act and (ii) did not at the time they were filed proxy statements, mailing dates (or, if amended or superseded by a filing prior to the date hereofof this Agreement, then on as of the date respective filing, effective and mailing dates of such filing) contain amendments), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Seller has previously delivered All of such Company SEC Documents (as amended prior to the Purchaser a correct date of this Agreement, if amended prior to the date of this Agreement) complied in form and complete copy of each report which the Seller filed substance, in all material respects, with the applicable requirements of the Securities Act and Exchange Commission (the "SEC" or the "Commission") under the Exchange Act, each as in effect on the date so filed. (b) The Company is in compliance with, and has complied, in all material respects with the applicable provisions of the Sarbanes-Oxley Act for any period ending on or after December 31, 2001 (of 2002 and the "Recent Reports," which term includes all exhibits thereto related rules and all exhibits and other information incorporated by reference into the Recent Reports) other than those Recent Reports, if any, which have been filed via the SEC's regulations promu▇▇▇▇▇▇ filing system; Schedule 3.6 identifies all Recent Reports which have not been filed via the SEC's ▇▇▇▇▇ filing system▇uch act or the Exchange Act (collectively, "Sarbanes-Oxley"). All The Company has previously made available to Parent ▇▇▇▇▇▇ ▇▇ ▇▇▇ certificates delivered by officers and employees of the Company, including the Company's chief executive officer and chief financial officer, to the Company Board or any committee thereof pursuant to the certification requirements relating to the Company 2004 Form 10-K. The management of the Company has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information about relating to the Seller or Company and its Subsidiaries which has been disclosed is made known to the Purchasers herein or management of the Company by others within those entities and (ii) disclosed, based on its most recent evaluation, to the Company's outside auditors and the audit committee of the Board of Directors of the Company (A) all significant deficiencies and material weaknesses in the course design or operation of discussions internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to materially affect the Company's ability to record, process, summarize and negotiations with respect hereto which is material to the Seller has been disclosed report financial data and (B) any fraud, whether or not material, that involves management or other employees who, in each case, have a significant role in the Recent ReportsCompany's internal control over financial reporting.