Common use of SEC Documents Clause in Contracts

SEC Documents. (i) The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of the Company SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (i) The Company has made available to Parent provided the Fund with copies of its Annual Report on Form 10-KSB for the year ended December 31, 1996, its Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1997 and June 30, 1997, the Schedule 13e-4 and the 1997 SB-2 (includingcollectively, for purposes of compliance the "SEC Documents"), each as filed with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy . As of each reportthe date of this Agreement, statement, schedule, prospectus, registration statement and definitive proxy statement such documents constitute all documents filed by the Company with the Securities and Exchange Commission (the “SEC”) SEC since February 15December 31, 2005 and prior to the date of this Agreement (the “1996. The Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to will promptly file with the SEC since February 15all amendments to the SEC Documents, 2005 and prior to any additional reports or other documents that may be required under the rules and regulations promulgated by the SEC. The Company will provide the Fund with copies of each Additional SEC Document promptly upon the filing thereof. On the date of this Agreement. As of their respective datesfilings, the SEC Documents complied, and each of the Company Additional SEC DocumentsDocument will comply, as amended, complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the “Securities Act”), or the "Exchange Act, as the case may be, and the rules and regulations "). None of the SEC thereunder applicable to such Company SEC DocumentsDocuments contained, and none of the Company Additional SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amendedwill contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ii) The financial statements of . In addition, the Company included in the Company SEC Documents, including all notes and schedules thereto, 1997 SB-2 complied in all material respects, when filed or if amended prior to respects with the requirements of the Securities Act on the date of this Agreementit was filed, as and each amendment filed thereto will comply in all material respects with the requirements of the Securities Act on the date of such amendmentamendment is filed. The Company has complied, and will continue to comply, with all applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, with respect theretoto the Tender Offer, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, and the Securities Act with respect to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange ActContemplated Public Offering.

SEC Documents. (i) The Except as set forth on Schedule 7.01(w), ------------- ---------------- the Company has made available to Parent (includingfiled, for purposes and as of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by Closing Date the Company will have filed, all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission since June 3, 1994 (collectively, the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company "SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of (i) the Company SEC Documents, as amended, ------------- Documents complied as to form or will comply in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC DocumentsCommission promulgated thereunder, and (ii) none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted failed to state a material fact required to be stated therein or otherwise necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . Except to the extent that information contained in any SEC Document has been revised or superseded by a subsequently filed SEC Document, none of the SEC Documents contains, and no SEC Document filed by the Company prior to the Closing Date will contain, any untrue statement of a material fact or failed to state a material fact required to be stated therein or otherwise necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included within the SEC Documents (including, in the Company SEC Documentseach case, including all any notes and schedules thereto, complied ) (i) comply or will comply as to form in all material respectsrespects with the accounting requirements of the Commission applicable thereto, when filed (ii) have been prepared or if amended prior to the date of this Agreement, will be prepared in accordance with GAAP (as in effect as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”thereof) applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of the unaudited statements, statements as permitted by Rule Form 10-01 of Regulation S-X Q of the SECCommission and other rules and regulations of the Commission, and (iii) and fairly present in all material respects respects, or will fairly present in accordance with applicable requirements all material respects, the consolidated financial position of GAAP the Company and its Subsidiaries (if any) as of the date thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the any unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (i) The Company has filed with the SEC, and has heretofore made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy copies of, all reports, schedules, forms, statements and other documents required to be filed with the SEC by the Company since June 1, 2000 (together with all information incorporated therein by reference, the "SEC Documents"). No subsidiary of each the Company is required to file any report, statement, schedule, prospectusform, registration statement and definitive proxy statement filed by the Company or other document with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”), ") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when at the time they were filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (iia "Filed SEC Document") has been revised or superseded by a later filed 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 financial statements (including the related notes) of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this AgreementDocuments complied, as of the date of such amendmentfiled, or will comply when filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been or will be prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the United States (“GAAP”case of unaudited statements, as permitted by Form 10-Q of the SEC) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly presented or will present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their respective dates and the consolidated results of operations and the cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments and the absence of footnotes). Except as set forth in the Filed SEC Documents, the Company and its consolidated Subsidiaries for the periods presented therein. subsidiaries have no liabilities or obligations of any nature (iiiwhether accrued, absolute, contingent or otherwise) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are or could reasonably likely be expected to adversely affect in any become material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entitiessubsidiaries, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Acttaken as a whole.

SEC Documents. (ia) The Company Parent has filed with the SEC all reports and statements (including any amendments thereto) required to be so filed by it since April 17, 2012 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Parent (includingSeller each registration statement, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents or information statement (other than preliminary materialmaterials) that it has so filed, each in the Company was required to file form filed with the SEC since February 15(collectively, 2005 and prior to the “Reports”). (b) As of the Execution Date, Buyer represents that, as of the date of this Agreement. As of their respective datesit was filed with the SEC, each of the Company SEC Documents, as amended, Report (i) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, (ii) did not include any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (ii) The financial statements , except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the Execution Date. As of the Company included in Closing Date, Buyer represents that, as of the Company SEC Documentsdate it was filed with the SEC, including all notes and schedules thereto, each Report (i) complied in all material respectsrespects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and (ii) did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, when in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the Closing Date. (c) Each of the consolidated balance sheets included in or incorporated by reference into the Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Parent and its subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Parent and its subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (i) such exceptions as may be permitted by Form 10-Q of the SEC and (ii) normal year end audit adjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries included in the most recent Report filed or if amended prior to the date of this AgreementAgreement that includes such a balance sheet, including all notes thereto, as of the date of such amendmentbalance sheet, with neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the rules and regulations of the SEC with respect thereto, were notes thereto prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orconsistently applied, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) other than liabilities or obligations which do not and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are not reasonably likely to adversely affect in any material respect the Company’s ability to recordhave, process, summarize and report its consolidated financial information and (B) any fraud, whether individually 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entitiesaggregate, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Acta Buyer Material Adverse Effect.

SEC Documents. (ia) The Company has made available to On the date the Offer is commenced, the Parent (including, for purposes of compliance with this representation, pursuant to and the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company Purchaser shall file with the United States Securities and Exchange Commission (the “"SEC”") since February 15, 2005 and prior a Tender Offer Statement on Schedule 14D-1 in accordance with the Exchange Act with respect to the date Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of this Agreement letter of transmittal (the “Company SEC Documents” andcollectively, together with the Subsidiary SEC Documentsany amendments and supplements thereto, the “SEC "Offer Documents”"). Concurrently with the filing of the Schedule 14D-1 by the Parent and the Purchaser, which are all the documents (other than preliminary material) that the Company was required to shall file with the SEC since February 15a Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, 2005 the "Schedule 14D-9"), which shall, except as otherwise provided herein, contain the recommendation referred to in clause (iv) of Section 3.2(a) hereof. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-1 and all amendments and supplements thereto prior to their filing with the date of this Agreement. As of their respective dates, each SEC or dissemination to stockholders of the Company SEC Company. (b) The Parent and the Purchaser shall take all steps necessary to ensure that the Offer Documents, as amendedand the Company shall take all steps necessary to ensure that the Schedule 14D-9, complied as to form will comply in all material respects with the provisions of applicable requirements of federal and state securities Laws. The information provided and to be provided by the Securities Act of 1933Parent, as amended (the “Securities Act”), Purchaser or the Exchange ActCompany for use in the Schedule 14D-1, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The financial statements . Each of the Parent and the Purchaser shall take all steps necessary to cause the Offer Documents, and the Company included shall take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal and state securities Laws. Each of the Parent and the Purchaser, on one hand, and the Company, on the other hand, shall promptly correct any information provided by it for use in the Company SEC Offer Documents and the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect. The Purchaser shall take all steps necessary to cause the Offer Documents, including and the Company shall take all notes steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and schedules theretoto be disseminated to holders of the Shares, complied in each case as and to the extent required by applicable federal and state securities Laws. The Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all material respects, when filed or if amended amendments and supplements thereto prior to their filing with the date of this Agreement, as SEC or dissemination to stockholders of the date Company. The Company agrees to provide the Purchaser and its counsel with copies of any written comments that the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such amendment, with the rules comments and regulations each of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in Parent and the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, Purchaser agrees to normal year-end audit adjustments) the financial position of provide the Company and its consolidated Subsidiaries as counsel with copies of any written comments that the Parent, the Purchaser or their respective dates and counsel may receive from the results of operations and the cash flows of the Company and SEC or its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, staff with respect to the Company’s auditors and Offer Documents promptly after the audit committee receipt of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Actcomments.

SEC Documents. (i) The Company has made available to Parent (includingand its Subsidiaries have filed or furnished all required reports, for purposes of compliance schedules, registration statements and other documents and exhibits thereto with this representation, pursuant or to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) SEC since February 15December 31, 2005 and through the Business Day prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the except as set forth on Company was required to file with the SEC since February 15, 2005 and prior to the date of this AgreementDisclosure Schedule 4.6. As of their respective datesdates of filing with or publicly furnishing to the SEC (or, each if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing), the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed with or publicly furnished to the SEC (or, if amended or supplemented by a filing prior to the date of this Agreementhereof, as of the date of such amendment with respect to those disclosures that are amended, latest filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The financial statements of the Company and its Subsidiaries, included in the Company SEC DocumentsDocuments complied, including all notes and schedules theretoas of their respective dates of filing with the SEC (or, complied in all material respects, when filed or if amended or supplemented by a filing prior to the date of this Agreementhereof, as of the date of such amendmentlatest filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule the requirements of Form 10-01 Q promulgated by the SEC and the requirements of Regulation S-X of promulgated by the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as (in the case of their respective dates Company SEC Documents filed by the Company) or the entities purported to be presented therein (in the case of Company SEC Documents filed by Subsidiaries or separate accounts) and the consolidated results of operations operations, changes in shareholder’s equity and the cash flows of such companies or entities as of the Company dates and its consolidated Subsidiaries for the periods presented therein. shown (iii) As subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments as permitted by Form 10-Q and Regulation S-X or that, individually or in the date of this Agreementaggregate, the Company has disclosed, based on its most recent evaluation, would not reasonably be expected to have a Material Adverse Effect with respect to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (i) The Company Parent has made available to Parent the Company (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company Parent with the Securities and Exchange Commission (the “SEC”) SEC since February 15January 1, 2005 2004 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “Parent SEC Documents”), which are all the documents (other than preliminary material) that the Company Parent was required to file with the SEC since February 15January 1, 2005 2004 and prior to the date of this Agreement. As of their respective dates, each of the Company Parent SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The financial statements of the Company Parent included in the Company Parent SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company Parent and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (i) The Company has made available to Parent (includingfiled all required reports, for purposes of compliance with this representationschedules, pursuant to the SEC’s “▇▇▇▇▇” system) a true ------------- forms, statements and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the other documents (other than preliminary material) that the Company was required to file with the SEC since February 15January 1, 2005 and prior to 1996 (the date of this Agreement"SEC Documents"). As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in -------------- all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), or the Exchange Act, as the case may be, and the -------------- rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and and, at the time of filing, none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied Documents comply as to form in all material respects, when filed or if amended prior to respects with applicable accounting requirements and the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the United States (“GAAP”case of unaudited statements, as permitted by the applicable form under the Exchange Act) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements the consolidated financial position of GAAP the Company and its Subsidiaries as of the dates thereof and their consolidated statements of operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) adjustments which were and are not expected to have a Material Adverse Effect). Except as and to the financial position extent set forth on the consolidated balance sheet of the Company and its consolidated the Subsidiaries as at March 31, 2000, including the notes thereto, neither the Company nor any Subsidiary has any liability or obligation of their respective dates any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not), except for liabilities and obligations incurred in the results ordinary course of operations business consistent with past practice since March 31, 2000 which in the aggregate could not reasonably be expected to have a Material Adverse Effect. The Company has heretofore made available to Parent complete and the cash flows correct copies of all of the Company SEC Documents and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreementall amendments and modifications thereto, the Company has disclosed, based on its most recent evaluationas well as, to the Company’s auditors extent any shall exist, all material amendments and the audit committee of the Board of Directors of modifications that have not been filed by the Company (A) with the SEC to all known significant deficiencies agreements, documents and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) any fraud, whether or not material, other instruments that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to previously had been filed by the Company with the SEC and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods are currently in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Acteffect.

SEC Documents. (i) The Company has made available to Parent (includingfiled and furnished all required reports, for purposes of compliance with this representationschedules, pursuant to the SEC’s “▇▇▇▇▇” system) a true forms, certifications, prospectuses, and complete copy of each reportregistration, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company other statements with the Securities SEC since January 1, 2019 (collectively and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documentsall documents filed on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective effective dates and as of their respective SEC filing dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended (the “Securities Act”), or the Exchange Act2002, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . Except for (iiv) The liabilities and obligations reflected or reserved against in the consolidated balance sheet of the Company at September 30, 2019 or the notes thereto, (w) liabilities and obligations arising under this Agreement and the Additional Agreements and costs and expenses (including fees and expenses of legal counsel and financial advisors) incurred in connection with the negotiation thereof and evaluation of alternatives to the transactions contemplated by this Agreement, (x) liabilities and obligations incurred by the Company and its subsidiaries in the ordinary course of business since September 30, 2019, (y) liabilities and obligations not required by GAAP to be accrued or disclosed on the financial statements of the Company included and its subsidiaries and which would not (individually or in the Company SEC Documents, including all notes aggregate) reasonably be expected to have a Material Adverse Effect and schedules thereto, complied in all material respects, when filed (z) other liabilities and obligations which (individually or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”aggregate) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orare not material, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as subsidiaries have no liabilities or obligations of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreementany kind, the Company has disclosedcharacter, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design description or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) any fraudnature whatsoever, whether known 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Actunknown.

SEC Documents. (ia) The Since January 1, 2008, the Company has made available to Parent (includingfiled with, for purposes of compliance with this representationor furnished to, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15all documents required to be filed or furnished by the Company under the Securities Act or the Exchange Act (collectively, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all . None of the documents (other than preliminary material) that Subsidiaries of the Company was required to file with the SEC since February 15is, 2005 and prior or has at any time been, subject to the date reporting requirements of this AgreementSections 13(a) and 15(d) of the Exchange Act. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and as of their respective dates and except as amended or supplemented prior to the rules and regulations of the SEC thereunder applicable date hereof (or with respect to such Company SEC DocumentsDocuments filed or furnished after the date hereof, and except as amended or supplemented prior to the Closing Date), none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The , except that no representation is made by the Company with respect to information supplied by Parent, Sub or their respective Subsidiaries in writing for inclusion in the Proxy Statement/Prospectus. Each of the consolidated financial statements of the Company (including, in each case, any notes thereto) included in the Company SEC DocumentsDocuments (collectively, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were “Company Financial Statements”) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective at the dates thereof and the results of their operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments set forth therein. (iii) ). As of the date of this Agreement, neither the Company nor any of its Subsidiaries has disclosed, based on its most recent evaluation, any pending or unresolved comments from the SEC or any other Governmental Entity with respect to any of the Company SEC Documents. (b) To the Knowledge of the Company’s auditors , neither the Company nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities, obligations or contingencies which (i) are reflected, or for which reserves are established, on the consolidated balance sheet of the Company as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) were incurred in the ordinary course of business since ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (iv) have been incurred in connection with the performance by the Company of its obligations under this Agreement or the transactions contemplated hereby. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has any indebtedness for borrowed money or has guaranteed indebtedness for borrowed money of another Person (other than the Company or a wholly owned Subsidiary of the Company). (c) Each of the principal executive officer and the audit committee of the Board of Directors principal financial officer of the Company (A) all known significant deficiencies or each former principal executive officer and material weaknesses in the design or operation each former principal financial officer of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability , as applicable) has made the certifications required by Rules 13a-14 and 15d-14 promulgated under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to recordthe Company SEC Documents. For purposes of the preceding sentence, process“principal executive officer” and “principal financial officer” have the meanings ascribed to those terms under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) To the Knowledge of the Company, summarize since January 1, 2008 and report prior to the date of this Agreement, none of the Company, any of its consolidated financial information and (B) Subsidiaries or any frauddirector, officer, auditor, accountant or representative of the Company or any of its Subsidiaries has received any substantive complaint, allegation, assertion or claim, whether written or not materialoral, that involves management the Company or other any of its Subsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees who have a significant role in or agents, to the current Board of Directors or any committee thereof or to any current director or executive officer of the Company’s . (e) The Company and its Subsidiaries have designed and maintain internal controls over financial reportingreporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) to provide reasonable assurances (i) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP (ii) that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with the authorization of management and directors of the Company and such Subsidiaries and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s or its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. The Company has designed and its consolidated Subsidiaries have established and maintain “maintains disclosure controls and procedures” procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information required to be disclosed by the Company in the reports that the Company 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 Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (f) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Company Contract (including any Company Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act); ), where the result, purpose or intended effect of such disclosures controls and procedures are reasonably designed Company Contract is to ensure that avoid disclosure of any material information relating to transaction involving, or material liabilities of, the Company and or any of its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under or such Subsidiary’s published financial statements or other Company SEC Documents. (g) Since January 1, 2009, the Exchange ActCompany has not received any oral or written notification of any “material weakness” in the Company’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release No. 2007-005 of the Public Company Accounting Oversight Board, as in effect on the date hereof.

SEC Documents. (i) The Company has filed with the SEC, and has heretofore made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy copies of, all reports, schedules, forms, statements and other documents required to be filed with the SEC by the Company since May 1, 1996 (together with all information incorporated therein by reference, the "SEC Documents"). No Subsidiary of each the Company is required to file any report, statement, schedule, prospectusform, registration statement and definitive proxy statement filed by the Company or other document with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of the Company SEC DocumentsDocuments filed prior to June 15, as amended, 2002 (each a "Filed SEC Document") complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”), ") or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documentspromulgated thereunder, and none of the Company Filed SEC Documents contained, when at the time they were filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . Except to the extent that information contained in any 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. Each SEC Document that the Company files with the SEC on or after June 15, 2002, as of the date thereof, will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and none of such SEC Documents will 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, except that, in the case of the Proxy Statement, no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Sub in writing specifically for inclusion in the Proxy Statement. The financial statements (including the related notes) of the Company included in the Company SEC Documents, Documents (including all notes the Proxy Statement) and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this AgreementOther Filings complied, as of the date of such amendmentfiled, or will comply when filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been or will be prepared in accordance with generally U.S. accepted accounting principles ("GAAP") (except, in the United States (“GAAP”case of unaudited statements, as permitted by Form 10-Q of the SEC) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly presented or will present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their respective dates and the consolidated results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. then ended (iii) As subject, in the case of the date of this Agreement, the Company has disclosed, based on its most recent evaluationunaudited statements, to the Company’s auditors normal and recurring year-end audit adjustments and the audit committee absence of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Actfootnotes); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (i) The Company has made available to Parent (includingfiled with the SEC all ------------- reports, for purposes of compliance with this representationschedules, forms, statements and other documents required pursuant to the SEC’s “▇▇▇▇▇” system) a true Securities Act and complete copy of each reportthe Exchange Act since January 1, statement1998, scheduleincluding, prospectuswithout limitation, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior Amendment No. 4 to the date of this Agreement Company's Registration Statement on Form S-1 (Registration No. 333-75907) (such Amendment No. 4 being herein called the “Company "Form S-1") and the Company's quarterly report on Form 10-Q for the -------- period ended June 30, 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of the Company Form S-1 and the other ------------- SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, (including any and all financial statements included therein) as of the date of such amendment with respect to those disclosures that are amended, dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ii) . The consolidated financial statements of the Company included in all SEC Documents filed since January 1, 1998 (the Company "SEC Documents, including all notes Financial Statements") and schedules thereto, complied the Company's pro-forma ------------------------- consolidated financial statements set forth in the Form S-1 comply as to form in all material respects, when filed or if amended prior to respects with applicable accounting requirements and the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the United States (“GAAP”) case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements generally accepted accounting principles the consolidated financial position of GAAP the Company (and its Subsidiaries) as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein). (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. ▇▇▇▇▇ has furnished or filed all reports, schedules, registration statements and other documents required to be furnished or filed with the SEC since August 3, 2011 (i) The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “▇ SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective datesdates of being furnished or filed with the SEC (or, each if amended or superseded by a filing prior to the date hereof, as of the Company date of such filing), the ▇▇▇▇▇ SEC DocumentsDocuments complied, as amendedand each ▇▇▇▇▇ SEC Document filed after the date hereof and prior to the Closing Date will comply, complied as to form in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 19331934, as amended (the “Securities Exchange Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company ▇▇▇▇▇ SEC Documents, and none of the Company ▇▇▇▇▇ SEC Documents contained, when so furnished or filed or, if amended contained (or to the extent filed after the date hereof and prior to the date of this AgreementClosing Date, as of the date of such amendment with respect to those disclosures that are amended, 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The financial statements of the Company included in the Company . Each ▇▇▇▇▇ SEC DocumentsDocument that is a registration statement, including all notes and schedules theretoas amended, complied in all material respectsif applicable, when filed or if amended prior pursuant to the date of this AgreementSecurities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of such amendmenta material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The financial statements of ▇▇▇▇▇ included in the ▇▇▇▇▇ SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all the published rules and regulations of the SEC with respect theretothereto (except, were in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP 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 Rule 10-01 of Regulation S-X of the SECdisclosed therein) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Company ▇▇▇▇▇ and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations operations, changes in shareholders’ equity and the cash flows of such companies as of the Company dates and its consolidated Subsidiaries for the periods presented therein. (iii) shown. As of the date of this Agreementhereof, there are no outstanding written comments from the Company has disclosed, based on its most recent evaluation, SEC with respect to the Company’s auditors and the audit committee any of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act▇▇▇▇▇ SEC Documents.

SEC Documents. (i) The Company has made available to Parent (including, for the purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each form, report, statement, schedule, prospectus, registration statement and statement, definitive proxy statement and other documents filed or furnished by the Company with the Securities and Exchange Commission (the “SEC”) since February 15January 1, 2005 and prior to the date of this Agreement 2012 (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the forms, reports, statements, schedules, prospectuses, registration statements, definitive proxy statements and other documents (other than preliminary material) that the Company was required to file with the SEC since February 15January 1, 2005 and prior to the date of this Agreement2012. As of their respective datesits filing date, each of the Company SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended 1933 (the “Securities Act”), ) or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved SEC comments. To the knowledge of the Company, as of the date of this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC Comment. (ii) The financial statements of the Company (including any related notes thereto) included in the Company SEC Documents, including all notes and schedules thereto, Documents complied as to form in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, respects with the applicable requirements and published rules and regulations of the SEC with respect thereto(including Regulation S-X), were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustmentsadjustments none of which are expected to have, individually or in the aggregate, a Company Material Adverse Effect) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As The Company has (A) designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to its principal executive officer and principal financial officer; (B) designed internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (C) evaluated the effectiveness of the date Company’s disclosure controls and procedures and, to the extent required by applicable law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of this Agreementthe disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation; and (D) to the extent required by applicable law, disclosed in such report or amendment any change in the Company’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. (iv) The Company has disclosed, based on its the most recent evaluationevaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. The Company and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined reporting in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to connection with the Company’s principal executive officer and financial reporting. (v) Since January 1, 2012, (A) neither the Company nor any of its principal financial officer by others within those entitiesSubsidiaries, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; andnor, to the knowledge of the Company, such disclosure controls any director, officer, employee, auditor, accountant or 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 credible complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and procedures are effective in timely alerting (B) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or their respective officers, directors, employees or agents to the Board or any committee thereof or to any director or officer of the Company’s principal executive officer . (vi) Since January 1, 2012, the Company has complied in all material respect with (A) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and its principal financial officer to material information required to be included in regulations promulgated thereunder) and (B) the Company’s periodic reports required under the Exchange Actapplicable listing and corporate governance rules and regulations of NASDAQ.

SEC Documents. (i) The Since January 1, 2008, the Company has made available filed with or furnished to Parent (includingthe SEC all reports, for purposes of compliance with this representationschedules, forms, statements and other documents and filings required to be filed or furnished by the Company pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by Securities Act or the Company with the Securities and Exchange Commission Act (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that . No Subsidiary of the Company was is required to file with 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 since February 15, 2005 and prior to the date of this AgreementSEC. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may beamended, and the rules and regulations of promulgated thereunder (collectively, the SEC thereunder “Securities Act”) and the Exchange Act, in each case, applicable to such Company SEC Documents, Document and none of as in effect on the Company date such SEC Documents contained, when Document was filed or furnished (or, if subsequently amended or supplemented prior to the date of this Agreement, as of at the date time of such amendment with respect to those disclosures that are amendedor supplement), and none of the SEC Documents at the time it was filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2008 and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the Company SEC DocumentsDocuments complied, including all notes and schedules theretoat the time the respective statements were filed or furnished, complied as to form in all material respects, when respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect on the date such SEC Document was filed or furnished (or, if subsequently amended or supplemented prior to the date of this Agreement, as of at the date time of such amendment, with the rules and regulations of the SEC with respect theretoamendment or supplement), were prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their respective dates and the consolidated results of operations and the cash flows of for the periods then ended. Except as set forth in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents, the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” no material liabilities or obligations of any nature (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Actwhether accrued, absolute, contingent or otherwise); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (i) The Company Parent has made available filed all of the documents required to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement be filed by the Company Parent with the Securities and Exchange Commission (the “"SEC”") since February 15January 1, 2005 and prior to the date of this Agreement 1997 (the “Company SEC Documents” and, together with the Subsidiary SEC Documentscollectively, the “SEC Documents”"Horseshoe Reports"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of the Company SEC Documents, as amended, Horseshoe Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”), ") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, thereunder; and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (iiincluding the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the Company notes thereto, included in or incorporated by reference into the Company SEC Documents, including all notes and schedules thereto, complied Horseshoe Reports comply as to form in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the case of the unaudited notes to such Parent financial statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (ithe “Exchange Act”) The Company has made available to Parent (including, for purposes of compliance with this representation, file reports pursuant to the SEC’s “▇▇▇▇▇” systemSections 13 or 15(d) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement thereof (all such reports filed or required to be filed by the Company with Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, Act hereinafter called the “SEC Documents”), which are . The Seller has filed all the reports or other documents (other than preliminary material) that the Company was required to file be filed under the Exchange Act. All SEC Documents filed by the Seller as of or for any period beginning on or after July 1, 2003, (i) were prepared in all material respects in accordance with the SEC since February 15requirements of the Exchange Act and (ii) did not at the time they were filed (or, 2005 and if amended or superseded by a filing prior to the date of this Agreement. As of their respective dateshereof, each of the Company SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of then on the date of such amendment with respect to those disclosures that are amended, filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior Seller has previously delivered to the date Purchaser a correct and complete copy of this Agreementeach report (including, as of without limitation, the date of such amendment, most recent Proxy Statement) which the Seller filed with the rules Securities and regulations of Exchange Commission (the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in “SEC” or the United States (“GAAPCommission”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating Act for any period ending on or after June 30, 2006 (the “Recent Reports”) to the Company and extent not available via ▇▇▇▇▇. None of the information about the Seller or any of its consolidated Subsidiaries is made known which has been disclosed to the Company’s principal executive officer Purchasers herein or in the course of discussions and its principal financial officer by others within those entities, particularly during negotiations with respect hereto which is not disclosed in the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information Recent Reports is or was required to be included in so disclosed, and no material non-public information has been disclosed to the Company’s periodic reports required under the Exchange ActPurchasers.

SEC Documents. (i) The Company has made available to Parent (includingfiled all required reports, for purposes of compliance with this representationschedules, pursuant to the SEC’s “▇▇▇▇▇” system) a true forms, statements and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company other documents with the Securities and Exchange Commission (the “"SEC”") (any of the foregoing are referred to herein as the "SEC Documents") since February 15March 7, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement1996. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contain any untrue statement of a material fact if such statement were made as of the date hereof or omits to state any material fact that would be required to be stated therein if filed as of the date hereof, 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, including all notes and schedules thereto, complied Documents comply as to form in all material respects, when filed or if amended prior to respects with applicable accounting requirements and the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the United States (“GAAP”case of unaudited statements, as permitted by Form 10-Q of the SEC) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements the consolidated financial position of GAAP 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 (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge All of the Company's SEC documents filed since March 7, such disclosure controls and procedures are effective in timely alerting 1996 have been provided to the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange ActPurchasers.

SEC Documents. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (iincluding exhibits and all other information incorporated by reference) The Company required to be filed by it with the SEC since January 1, 2005. Parent has made available to Parent (includingthe Company all such registration statements, for purposes of compliance prospectuses, reports, schedules, forms, statements and other documents in the form filed with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true . All such required registration statements, prospectuses, reports, schedules, forms, statements and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission other documents (the “SEC”) since February 15, 2005 and prior including those that Parent may file subsequent to the date of this Agreement (hereof until the Effective Time) are referred to herein as the “Company Parent SEC DocumentsReports.” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of the Company Parent SEC Documents, as amended, Reports (i) were prepared in accordance and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Parent SEC DocumentsReports, and none of (ii) did not at the Company SEC Documents contained, when time they were filed or, (or if amended or superseded by a filing prior to the date of this Agreement, as of Agreement then on the date of such amendment with respect to those disclosures that are amended, filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ii) The financial statements . None of the Company included in the Company SEC DocumentsParent’s subsidiaries is required to file any forms, including all notes and schedules thereto, complied in all material respects, when filed reports or if amended prior to the date of this Agreement, as of the date of such amendment, other documents with the rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (i) The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”"Commission") all forms, reports, schedules, statements and other documents required to be filed by it since February 15its initial public offering under the Securities Exchange Act of 1934, 2005 and prior to the date of this Agreement as amended (the “Company SEC Documents” and, together with the Subsidiary SEC Documentsrules and regulations thereunder, the “SEC Documents”), which are all the documents (other than preliminary material"Exchange Act") that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of the Company SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of or the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and together with the rules and regulations thereunder, the "Securities Act") (such documents, as supplemented and amended since the time of filing, collectively, the "Company SEC Documents"). The Company has timely filed with the Commission all Company SEC Documents within the five-year period preceding the date hereof. To the best of the SEC thereunder applicable to such Company's knowledge, the Company SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and none proxy statements, on the dates of effectiveness and the Company SEC Documents containeddates of mailing, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, respectively) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of any prospectus, in light of the circumstances under which they were made), not misleading. , and (iib) The complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. To the best knowledge of the Company, the financial statements of the Company included in the Company SEC DocumentsDocuments at the time filed (and, including all notes in the case of registration statements and schedules theretoproxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule Form 10-01 of Regulation S-X Q of the SEC) Commission), and fairly present in all material respects in accordance with applicable requirements of GAAP presented (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments) adjustments consistent with past practice), in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as at the dates thereof and the consolidated results of their respective dates and the results of operations and the cash flows for the periods then ended. No subsidiary of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, is subject to the Company’s auditors and the audit committee periodic reporting requirements of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information or required to be included in file any form, report or other document with the Company’s periodic reports required under Commission, the Exchange ActNasdaq Stock Market, Inc., any stock exchange or any other comparable governmental authority.

SEC Documents. (ia) The Company Millennium has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement timely filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15all documents required to be so filed by it in the preceding twelve months pursuant to Sections 13(a), 2005 14(a) and prior to 15(d) of the date of this Agreement (the “Company SEC Documents” and, together Exchange Act. Millennium and its Subsidiaries have filed with the Subsidiary SEC Documentsall documents required to be so filed by them in the preceding three fiscal years and during 2004 pursuant to Section 13(a) of the Exchange Act without regard to Rule 12b-25. Millennium has made available to Lyondell each registration statement, the “SEC Documents”)report, which are all the documents proxy statement or information statement (other than preliminary materialmaterials) that it or its Subsidiaries have so filed in the Company was required to file preceding three fiscal years and during 2004, each in the form (including exhibits and any amendments thereto) filed with the SEC since February 15(collectively, 2005 and prior to the date of this Agreement“Millennium Reports”). As of their its respective datesdate, each of the Company SEC Documents, as amended, Millennium Report (i) complied as to form in all material respects in accordance with the applicable requirements of the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into Millennium Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Millennium and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into Millennium Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Millennium and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC and (y) normal year-end audit adjustments), in each case in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein, except for such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders equity, if any, as have been modified or restated and have been included in subsequent filings with the SEC prior to the date hereof. (iib) The financial statements Except as and to the extent set forth on the consolidated balance sheet of the Company Millennium and its Subsidiaries included in the Company SEC DocumentsMillennium 2003 10-K, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendmentbalance sheet, with neither Millennium nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, the rules and regulations balance sheet of Millennium or in the SEC with respect thereto, were notes thereto prepared in accordance with U.S. generally accepted accounting principles consistently applied, other than liabilities or obligations which do not and are not reasonably likely to have, individually or in the United States (“GAAP”) applied on aggregate, 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinMillennium Material Adverse Effect. (iiic) As The Chief Executive Officer and Chief Financial Officer of Millennium have made all certifications required by Section 302 and Section 906 of the date ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of this Agreement2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and any related rules and regulations promulgated by the SEC; such certifications are complete and correct, the Company has disclosed, based on its most recent evaluation, contain no qualifications or exceptions to the Company’s auditors matters certified therein and have not been modified or withdrawn; and Millennium is otherwise in compliance with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the audit committee applicable effective listing and corporate governance rules of the Board NYSE. Neither Millennium nor any of Directors its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing or submission of the Company certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and made by its Chief Executive Officer and Chief Financial Officer. (Ad) all known significant deficiencies and material weaknesses Millennium has in place the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e13a-14(c) and 15d-15(e15d-14(c) under of the Exchange Act); such disclosures ) required in order for the Chief Executive Officer and Chief Financial Officer of Millennium to engage in the review and evaluation process mandated by the Exchange Act. Millennium’s disclosure controls and procedures are reasonably designed to ensure that material all information relating (both financial and non-financial) required to be disclosed by Millennium in the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required that it files or submits under the Exchange Act are being prepared; andis recorded, to processed, summarized and reported within the knowledge time periods specified in the rules and forms of the CompanySEC, and that all such information is accumulated and communicated to Millennium’s management as appropriate to allow timely decisions regarding required disclosure controls and procedures are effective to make the certifications of the Chief Executive Officer and Chief Financial Officer of Millennium referenced in timely alerting Section 5.8(c). (e) Millennium and its Subsidiaries maintain accurate books and records reflecting in all material respects its assets and liabilities and maintain proper and adequate internal accounting controls. (f) Neither Millennium nor its Subsidiaries has, since July 30, 2002, extended or maintained credit, arranged for the Company’s principal extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer and (or equivalent thereof) of Millennium. No loan or extension of credit is maintained by Millennium or its principal financial officer Subsidiaries to material information required to be included in which the Company’s periodic reports required under second sentence of Section 13(k)(1) of the Exchange ActAct applies.

SEC Documents. (ia) The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement timely filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) all documents (including exhibits and any amendments thereto) required to be so filed by it since February 15January 1, 2005 and prior 2016 pursuant to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”Sections 13(a), which are all 14(a) and 15(d) of the documents Exchange Act, and has made available to Parent each registration statement, report, proxy statement or information statement (other than preliminary materialmaterials) that it has so filed, each in the Company was required to file form (including exhibits and any amendments thereto) filed with the SEC since February 15(collectively, 2005 and prior to the date of this Agreement“Company Reports”). As of their its respective datesdate, each of the Company SEC Documents, as amended, Report (i) complied as to form in all material respects in accordance with the applicable requirements of each of the Securities Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended 2002 (the “Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), or the Exchange Act) and other Applicable Law, as the case may be, and and, in each case, the applicable rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. misleading except (iiy) The financial statements of for such statements, if any, as have been corrected by subsequent filings with the Company included in the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date hereof or (z) with respect to information supplied by or on behalf of this AgreementParent or Holdings, as to which the Company makes no representation. (b) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in Members’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of such amendmentthis Agreement will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, were where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in all material respects in accordance with U.S. generally accepted accounting principles in the United States (“GAAP”) consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance . Ernst & Young LLP is an independent registered public accounting firm with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge has not resigned or been dismissed as independent registered public accountants of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. As of the date of this Agreement, WWR is an issuer required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended (i) The Company the “Securities Exchange Act”). Except as set forth in Section “5II” of Exhibit “G”, WWR has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the "SEC") all reports, statements, schedules and other documents (collectively, the "SEC Documents") required to be filed. Except as set forth in Section “SEC5II” of Exhibit “G”) since February 15, 2005 and prior all SEC Documents required to be filed by WWR as of the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreementwere timely filed by WWR or filed within an allowable extension. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documentspromulgated thereunder, and none of the Company SEC Documents containedDocuments, when at the time they were filed orwith the SEC, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The . As of their respective dates, the financial statements of the Company included in the Company SEC DocumentsDocuments filed since March 31, including all notes and schedules thereto, 2010 (the "Financial Statements") complied as to form in all material respects, when filed or if amended prior to respects with applicable accounting requirements and the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, were prepared . There are no material misstatements or omissions in accordance with generally accepted accounting principles in the United States (“GAAP”any periodic report previously filed by WWR pursuant to Section 15(d) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design Securities Exchange Act or operation of internal control over financial reporting which are reasonably likely to adversely affect in any proxy or information material respect the Company’s ability previously furnished to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed stockholders pursuant to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge Section 14 of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (i) The Since January 1, 2012, the Company has made available to Parent (includingfiled in a timely manner all required reports, for purposes of compliance with this representationschedules, pursuant to the SEC’s “▇▇▇▇▇” system) a true forms, statements, and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company other documents with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC since February 15, 2005 and prior to the date of this AgreementDocuments”). As of their respective filing dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Exchange Securities Act, 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 contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the 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. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) The financial statements of the Company included as disclosed in the Company SEC DocumentsSchedule 2.6, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses for current liabilities incurred in the design or operation ordinary course of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to recordbusiness since December 31, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act2012.

SEC Documents. (i) The Company has made available filed with the SEC all forms, reports, schedules, statements, financial statements and other documents required to Parent (including, for purposes of compliance be filed with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed SEC by the Company with the Securities and Exchange Commission since December 31, 2003 (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documentsall information incorporated therein by reference, the “SEC Documents”), which are all the documents (other than preliminary material) that . No Subsidiary of the Company was is required to file any form, report, schedule, statement or other document with the SEC since February 15, 2005 and prior to the date of this AgreementSEC. As of their respective datesdates or, each if amended prior to the date hereof, as of the Company amendment date, the SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when at the time it was filed or, if amended prior to the date of this Agreementhereof, as of the date of such amendment with respect to those disclosures that are amendeddate, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (each, 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. (ii) The financial statements (including the notes thereto) of the Company included in the Company SEC DocumentsDocuments comply as to form, including all notes and schedules theretoas of their respective dates of filing or, complied in all material respects, when filed or if amended prior to the date of this Agreementhereof, as of the date of such filing of the amendment, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except in the case of unaudited statements, as permitted by Form 10-Q of the SEC) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their respective dates and the consolidated results of operations and the cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except for liabilities and obligations incurred (A) in connection with this Agreement or the transactions contemplated hereby or (B) reflected or reserved against in the consolidated balance sheet of the Company as of December 31, 2006, including the notes thereto, the Company and its consolidated Subsidiaries for have no liabilities of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the periods presented thereinaggregate have had or would reasonably be expected to have a Material Adverse Effect. (iii) As Since December 31, 2003, the Company has been and is in compliance in all material respects with (A) the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (B) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. Section 3.1(e)(iii) of the Company Disclosure Letter sets forth, as of the date hereof, a schedule of this Agreementall outstanding loans to officers or directors of the Company and the payment status thereof, and there has been no default on, or forgiveness or waiver of, in whole or in part, any such loan during the two years immediately preceding the date hereof. (iv) The Company has made all certifications and statements required by Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the SEC Documents. (v) The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (vi) The Company has disclosed, based on its the most recent evaluationevaluation by the chief executive officer and the chief financial officer of the Company, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known any significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” . (as such term is defined in Rules 13a-15(evii) and 15d-15(e) under As of the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to date hereof, the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to has not identified any material information required to be included in the Company’s periodic reports required under the Exchange Actcontrol deficiencies.

SEC Documents. (i) The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with Seller is obligated under the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of the Company SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 19331934, as amended (the “"Exchange Act") to file reports pursuant to Sections 13 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”Act 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, as 2002, (i) were prepared in all material respects in accordance with the case may be, and the rules and regulations requirements of the SEC thereunder applicable to such Company SEC Documents, Exchange Act and none of (ii) did not at the Company SEC Documents contained, when time they were filed (or, if amended or superseded by a filing prior to the date of this Agreementhereof, as of then on the date of such amendment with respect to those disclosures that are amended, filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior Seller has previously delivered to the date Purchaser a correct and complete copy of this Agreementeach report (including, as of without limitation, the date of such amendment, 2004 Proxy Statement) which the Seller filed with the rules Securities and regulations of Exchange Commission (the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in "SEC" or the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e"Commission") under the Exchange ActAct for any period ending on or after December 31, 2003 (the "Recent Reports"); such disclosures controls and procedures are reasonably designed to ensure that material . None of the information relating about the Seller or any of its Subsidiaries which has been disclosed to the Company Purchasers herein or in the course of discussions and its consolidated Subsidiaries negotiations with respect hereto which is made known to not disclosed in the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information Recent Reports is or was required to be included in so disclosed, and no material non-public information has been disclosed to the Company’s periodic reports required under the Exchange ActPurchasers.

SEC Documents. (i) The Company Infineon has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true Ramtron or its counsel ------------- correct and complete copy copies of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company Infineon or any of its subsidiaries with the Securities and Exchange Commission SEC on or after March 10, 2000 (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company "Infineon SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”"), which are all the documents (other than preliminary material) that the Company Infineon was required to file with the SEC since February 15, 2005 and prior to the date of this Agreementon or after such date. As of their respective datesdates or, each of the Company SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may beof registration statements, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, their effective dates (or if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such amendment with respect to those disclosures that are amendedfiling), none of the Infineon SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact with respect to 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. (ii) The financial statements of , and the Company included in the Company Infineon SEC Documents, including all notes and schedules thereto, Documents complied when filed in all material respects, when filed respects with the applicable requirements of the Securities Act or if amended prior to the date of this AgreementExchange Act, as of the date of such amendmentcase may be, with and the rules and regulations of promulgated by the SEC with respect thereto, thereunder. Infineon has filed all documents and agreements which were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in filed as exhibits to the Company’s periodic reports Ramtron SEC Documents. Infineon has also made available to Ramtron or its counsel correct and complete copies of each report, schedule and registration statement filed by Infineon with the Frankfurt Stock Exchange, if not filed with the SEC, on or after March 13, 2000, which are all the documents (other than preliminary material) that Infineon was required under to file with the Frankfurt Stock Exchange Acton or after such date.

SEC Documents. (i) The Company has made available to Parent (includingfiled all required reports, for purposes ------------- schedules, forms, statements and other documents with the SEC between September 30, 1994 and the date of compliance with this representationAgreement. All reports, pursuant to the SEC’s “▇▇▇▇▇” system) a true schedules, forms, statements and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement other documents filed by the Company with the Securities SEC between September 30, 1994 and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (other than any exhibits to such reports, schedules, forms, statements and documents) are collectively referred to in this Agreement as the “"Company SEC Documents” and, together with ." As of the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that time each of the Company SEC Documents was required to file filed with the SEC since February 15(or, 2005 and if amended or superseded by a filing prior to the date of this Agreement. As , then on the date of their respective datessuch filing), each of (i) the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended 1933 (the “"Securities Act”"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and (ii) except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document, none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, Documents complied as to form in all material respects, when filed or if amended prior to respects with applicable accounting requirements and the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the United States (“GAAP”case of unaudited statements, as permitted by Form 10-Q of the SEC) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements presented the consolidated financial position of GAAP the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company ). Between March 31, 1997 and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee not incurred any liabilities of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information type required to be included disclosed in the liabilities column of a balance sheet prepared in accordance with U.S. generally accepted accounting principles, except for (i) liabilities incurred in the ordinary course of business, and (ii) liabilities that would not, individually or in the aggregate, have a material adverse effect on the Company’s periodic reports required under the Exchange Act.

SEC Documents. The Purchaser (ia) The Company has made available filed all reports, schedules, forms, statements and other documents required to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement be filed by the Company Purchaser with the Securities and Exchange Commission (the “"SEC”") since February 15December 31, 2005 and prior to 1999, including, without limitation, the date of this Agreement Purchaser's Annual Report on Form 10-K for the year ended December 31, 1999 (the “Company "EXCHANGE ACT DOCUMENTS") and (b) intends to file the Registration Statement with the SEC Documents” as provided in Section 4.6(f) on the Closing Date (such Registration Statement, including any prospectus contained therein, the "SECURITIES ACT DOCUMENTS" and, together with the Subsidiary SEC Exchange Act Documents, the “"PURCHASER SEC Documents”DOCUMENTS"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their its respective datesdate, each of the Company SEC DocumentsExchange Act Document complied, as amendedand each Securities Act Document will comply, complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentsthereto, and none of the Company SEC Documents containedeach Exchange Act Document did not, when filed orand each Securities Act Document will not, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Purchaser SEC Document has been revised or superseded by a later filed Purchaser SEC Document, as of the date hereof, none of the Exchange Act Documents contains and, as of the Closing Date, none of the Purchaser SEC Documents will 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 therein, in light of the circumstances under which they were made, not misleading. (ii) The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. Since December 31, 1998, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (ithe "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein and all Exhibits thereto, the "SEC Documents"). The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a Investors true and complete copy copies of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Exchange Securities Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC Documents, and none of the Company SEC Documents containedDocuments, when at the time they were filed orwith the SEC, if amended prior to the date of this AgreementCompany's knowledge, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The . None of the statements made in any such SEC Documents which is required to be updated or amended under applicable law has not been so updated or amended in subsequent filings made prior to the date hereof. As of their respective dates, the consolidated financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, Documents complied as to form in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, respects with applicable accounting requirements and the rules and regulations of the SEC applicable with respect thereto, were . Such consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles in ("GAAP"), consistently applied, and the United States (“GAAP”) applied on a consistent basis rules and regulations of the SEC during the periods involved (except (i) as may be otherwise indicated in such consolidated financial statements or the notes thereto orthereto, or (ii) in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited interim statements, to normal year-end audit adjustmentsthe extent they do not include footnotes or are condensed or summary statements) and present accurately and completely the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial year-end audit adjustments). Except as set forth in a manner clearly evident to a sophisticated institutional investor in the consolidated financial statements or the notes thereto of the Company and its consolidated Subsidiaries for included in the periods presented therein. (iii) As of the date of this AgreementSEC Documents, the Company has disclosedno liabilities, based on contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice and not required under GAAP to be reflected in such financial statements, which liabilities and obligations referred to in clauses (i) and (ii) are not, individually or in the aggregate, material to the financial condition or operating results of the Company. To the extent required by the rules of the SEC applicable thereto, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of the properties or assets of the Company or any Subsidiary is subject (each a "Contract"). Except as set forth in the SEC Documents, none of the Company, its most recent evaluationSubsidiaries or, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the best knowledge of the Company, such disclosure controls and procedures are effective any of the other parties thereto is in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Actbreach or violation of any Contract, which breach or violation would have a Material Adverse Effect.

SEC Documents. (i) (A) The Company has made available to Parent (includinga true, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true complete and complete accurate copy of each report, schedule, registration statement, schedule, prospectus, registration statement and definitive proxy statement and other document filed by the Company with the Securities and Exchange Commission (the “SEC”) SEC since February 15December 31, 2005 2002 and prior to the date of this Agreement Agreement, including without limitation the Atrium Corporation 2002 10-K and the Atrium Corporation 2003 Second Quarter 10-Q (collectively, the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary materialmaterials) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreementsuch date. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, Documents complied as to form in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP applied on a consistent basis during the periods involved covered thereby (except as may be indicated in the notes thereto or, in the case of the any unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects and in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (ia) The Company Since January 1, 2012, the Purchaser has made available filed with, or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, forms, statements, schedules, certifications and other documents required to Parent (includingbe filed with or furnished to, for purposes of compliance with this representationas applicable, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed SEC by the Company with the Securities and Exchange Commission Purchaser (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documentsall exhibits and schedules thereto and all information incorporated therein by reference, collectively, the “Purchaser SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each or if amended, as of the Company date of the last such amendment, the Purchaser SEC Documents, as amended, Documents (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the “Securities Act”), or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, extent then applicable) and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading in any material respect. (iib) The Each of the consolidated financial statements of the Company included (including, in each case, any related notes thereto) contained in the Company Purchaser SEC Documents, including all notes each Purchaser SEC Document filed after the date hereof until the Closing, (i) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and schedules thereto, complied (ii) fairly presented in all material respects, when filed or if amended prior to as applicable, the date consolidated financial position of this Agreement, the Purchaser and its Subsidiaries as of the date of such amendment, with respective dates thereof and the rules and regulations consolidated results of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during Purchaser’s and its Subsidiaries’ operations and cash flows for the periods involved indicated (except as may be indicated in the notes thereto orexcept, in the case of each of sub-clauses (i) and (ii), that the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, interim financial statements were subject to normal year-end audit and quarter-end adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) any fraud, whether or were not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (i) The Company has filed with the SEC, and has heretofore made available to Parent (includingParent, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each reportcopies of, statementall reports, scheduleschedules, prospectusforms, registration statement statements and definitive proxy statement other documents required to be filed with the SEC by the Company with the Securities and Exchange Commission since January 1, 1999 (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documentsall information incorporated therein by reference, the “SEC Documents”), which are all the documents (other than preliminary material) that . No subsidiary of the Company was is required to file any report, schedule, form, statement or other document with the SEC since February 15, 2005 and prior to the date of this AgreementSEC. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), ) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the Company SEC Documents contained, when at the time it was filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . As of the date of this Agreement, except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (iia “Filed SEC Document”) has been revised or superseded by a later filed 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 financial statements (including the related notes) of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied Documents comply as to form in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their respective dates and the consolidated results of operations and the cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as set forth in the Filed SEC Documents, the Company and its consolidated Subsidiaries for the periods presented therein. subsidiaries have no liabilities or obligations of any nature (iiiwhether accrued, absolute, contingent or otherwise) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses that individually or in the design or operation of internal control over financial reporting which aggregate are reasonably likely to adversely affect in any have a material respect adverse effect on the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (i) The Company has made available to Parent (including, for For purposes of compliance with this representationAgreement, pursuant to the SEC’s term “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” andshall mean the Current Report on Form 8-K, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file as filed with the SEC since February 15on July 25, 2005 2008, the Current Report on Form 8-K, as filed with the SEC on August 13, 2008, the Quarterly Report on Form 10-Q for the period ended June 30, 2008, as filed with the SEC on August 19, 2008 and prior to the date of this AgreementCurrent Report on Form 8-K/A (Amendment No. 1), as filed with the SEC on August 28, 2008. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC Documents. None of the SEC Documents, and none of at the Company time they were filed with the SEC Documents contained, when filed or, if amended prior or were delivered to the date of this AgreementPurchaser, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . Since the filing of the SEC Documents, no event has occurred that would require an amendment or supplement to any of the SEC Documents to the extent such SEC Documents have not already been amended or supplemented as of the date hereof (including through delivery to the Purchaser). Except for correspondence with respect to (i) written requests by the Company, from time to time, for confidential treatment of specified information in agreements required to be filed as exhibits to SEC Documents and (ii) The correspondence with the SEC staff regarding the filing of delinquent reports, copies (or written summaries of oral communications) of which have been previously provided to the Purchaser, the Company has not received any written or oral comments from the SEC staff that have not been resolved to the satisfaction of the SEC staff. As of their respective dates, the financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, Documents complied as to form in all material respects, when filed or if amended prior to respects with applicable accounting requirements and the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto. Except as permitted with respect to foreign acquired entities, were such financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis , consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of the unaudited interim statements, as permitted by Rule 10-01 of Regulation S-X of to the SECextent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects in accordance with applicable requirements the financial position of GAAP the Company as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) adjustments that are not material individually or in the financial position aggregate). None of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluationor, to the Company’s auditors and the audit committee of the Board of Directors knowledge, any stockholder, officer, director or Affiliate of the Company (A) all known significant deficiencies and material weaknesses in has made any other filing with the design SEC, issued any press release or operation made any other public statement or communication on behalf of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) any fraud, whether Company 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information otherwise relating to the Company and or any of its consolidated Subsidiaries is made known that contains any untrue statement of a material fact or omits any statement of material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or has provided any other information to the Company’s principal executive officer Purchaser that contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There is no transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance-sheet entity that is required to be disclosed by the Company in its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under pursuant to the Exchange Act are being prepared; andthat has not been so disclosed in the SEC Documents. Since July 25, 2008, neither the Company nor, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting any director, officer or employee, of the Company, 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 its internal accounting controls, including any complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices. No attorney representing the Company since July 25, 2008, whether or not employed by the Company, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the SEC’s principal rules and regulations promulgated thereunder. Since July 25, 2008, there have been no internal or SEC investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer and its officer, principal financial officer to material information required to be included in officer, the Company’s periodic reports required under the Exchange ActBoard of Directors or any committee thereof.

SEC Documents. (i) The Company Partnership has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) Sellers a true and complete copy of each report, of the Partnership SEC Documents and exhibits to each of the Partnership SEC Documents. The Partnership SEC Documents constitute each registration statement, scheduleprospectus (other than preliminary prospectuses), prospectusand other material report and schedule filed by the Partnership with the SEC since December 31, 2006 (other than any registration statement and definitive proxy statement filed by the Company with the Securities related prospectus relating to any employee benefit plan) and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are include all the documents material reports and schedules (other than preliminary material) that the Company Partnership was required to file with the SEC since February 15December 31, 2005 and prior to the date of this Agreement2006. As of their respective dates, each of the Company Partnership SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Partnership SEC Documents, and none of the Company Partnership SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The financial statements of the Company Partnership included in the Company Partnership SEC Documents, including all notes Documents were prepared from the books and schedules theretorecords of the Partnership and its subsidiaries, complied as to form in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP 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 Rule 10-01 10.01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit normal, recurring adjustments, none of which is material) the consolidated financial position of the Company Partnership and its consolidated Subsidiaries subsidiaries as of their respective dates and the consolidated results of operations operations, the consolidated statements of partners’ interests and the consolidated cash flows of the Company Partnership and its consolidated Subsidiaries subsidiaries for the periods presented therein. (iii) As . Notwithstanding the foregoing statements, the Partnership and the Buyer make no representation or warranty and shall have no liability with respect to the information in, or exhibits to, any current report on Form 8 K of the date of this Agreement, Partnership that has been “furnished” rather than “filed” with the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange ActSEC.

SEC Documents. (i) The Company has made available filed all reports required to Parent (includingbe filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by three years preceding the date hereof (or such shorter period as the Company with the Securities and Exchange Commission was required by law to file such material) (the “SEC”) since February 15, 2005 and prior foregoing materials being collectively referred to herein as the date of this Agreement (the “Company "SEC Documents” " and, together with the Subsidiary SEC DocumentsSchedules to this Agreement furnished by or on behalf of the Company, the “SEC Documents”Company's Registration Statement on Form S-3 (File No. 333-56601) declared effective by the Commission on August 13, 1998, and any press releases, copies of which are attached as Exhibit 2.1(k), which are all the documents (other than preliminary material) that issued by the Company was required to file with the SEC since February 15, 2005 and prior subsequent to the date Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, the "Disclosure Materials") on a timely basis, or has received a valid extension of this Agreementsuch time of filing. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such Company SEC DocumentsCommission promulgated thereunder, and none of the Company SEC Documents containedDocuments, when filed orfiled, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied Documents comply in all material respects, when filed or if amended prior to respects with applicable accounting requirements and the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC Commission with respect thereto, were . Such financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (involved, except as may be otherwise indicated in such financial statements or the notes thereto orthereto, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements the financial position of GAAP (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 the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of . Since the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be statements included in the Company’s periodic reports required under 's last filed Annual Report on Form 10-K, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the Exchange ActDisclosure Materials.

SEC Documents. (i) The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant CGPN hereby makes reference to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement following documents filed by the Company with the United States Securities and Exchange Commission (the “SEC”) since February 15), 2005 and prior to as posted on the date of this Agreement SEC’s website, ▇▇▇.▇▇▇.▇▇▇: (the “Company SEC Documents” and, together with the Subsidiary SEC Documentscollectively, the “SEC Documents”)): (a) Registration Statement on Form 10SB as filed on November 11, which are 1999, and all amendments thereto; (b) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, 2003, 2002, and 2001 and any amendments thereto; (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2005, 2004, 2003, 2002, 2001, June 30, 2004, 2003, 2002, 2001, September 30, 2004, 2003, 2002, 2001, and any amendments thereto; and (d) Current Reports on Form 8K filed in 2001 through the date of Closing. The SEC Documents constitute all of the documents (other than preliminary material) and reports that the Company CGPN was required to file with the SEC since February 15, 2005 and prior pursuant to the date Securities Exchange Act of this Agreement1934 (“Exchange Act”) and the rules and regulations promulgated thereunder by the SEC since the effectiveness of CGPN’s Form 10SB. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or and/or the Exchange Act, as the case may berequire, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The consolidated financial statements of the Company CGPN included in the Company SEC Documents, including all notes and schedules thereto, complied Documents comply as to form in all material respects, when filed or if amended prior to respects with applicable accounting requirements and the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements the financial position of GAAP CGPN as of the dates thereof and its consolidated statements of operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) adjustments which were and are not expected to have a material adverse effect on CGPN, its business, financial condition or results of operations). Except as and to the financial position extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries CGPN as of their respective dates December 31, 2004, including the notes thereto, CGPN has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Actreflected on a balance sheet or not).

SEC Documents. (ia) The Company has made available to Parent (including, for purposes of compliance filed with this representation, pursuant or furnished to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each reportSEC all forms, statementreports, scheduleschedules, prospectusstatements, prospectuses, registration statement and statements, definitive proxy statement statements and other documents (collectively, including all exhibits thereto and information incorporated by reference therein, the “Company SEC Documents”) required to be filed by the Company with or furnished by the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior Company to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreementin a timely manner. As of their respective dates, each filing dates (and as of the date of any amendment or supplement thereto), (i) each Company SEC Documents, as amended, Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended (the “Securities Act”), or the Exchange Act2002, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder and the applicable requirements of Nasdaq, in each case, applicable to such Company SEC Documents, Documents and none of (ii) except to the extent that information contained in such Company SEC Documents containedhas been revised, when filed oramended, if amended modified, superseded (prior to the date of this Agreement) by a later filed Company SEC Document, as of the date of such amendment with respect Company SEC Documents when filed or furnished pursuant to those disclosures that are amended, the Securities Act or the Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act or similar foreign authority. (iib) The Company and the Company Subsidiaries have established, have maintained and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information (both financial statements and non-financial) 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 rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company included in to make the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior certifications required under the Exchange Act with respect to the date such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (c) The Company and its Subsidiaries have established, have maintained and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act): (i) designed to provide reasonable assurance regarding the reliability of the date Company’s financial reporting and the preparation of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared Company financial statements for external purposes in accordance with generally accepted accounting principles GAAP; (ii) that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the United States transactions and dispositions of the assets of the Company and the Company Subsidiaries; (“iii) that provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP”, and that receipts and expenditures of the Company and the Company Subsidiaries are being made only in accordance with authorizations of the Company’s management and directors; and (iv) applied that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s or the Company Subsidiaries’ assets that could have a material effect on a consistent basis during the periods involved financial statements. (except as may be indicated in the notes thereto ord) The Company is, and since July 16, 2020 has been, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present compliance in all material respects in accordance with all applicable listing and corporate governance requirements of GAAP (subjectNasdaq, and is, and since July 16, 2020 has been, in the case compliance in all material respects with all applicable rules, regulations and requirements of the unaudited statements▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC, to normal year-end audit adjustments) in each case, taking into account the financial position status of the Company and its consolidated Subsidiaries as an “emerging growth company” (as defined in Rule 12b-2 under the Exchange Act). There are no outstanding loans or other extension of their respective dates and credit made by the results of operations and Company or any Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the cash flows Exchange Act) or director of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this AgreementCompany. Since January 1, 2018, neither the Company has disclosed, based on its most recent evaluationnor, to the knowledge of the Company, the Company’s auditors and the audit committee independent registered public accounting firm has identified or been made aware of the Board of Directors of the Company (Ai) all known significant any material deficiencies and material or weaknesses in the design or operation of internal control over financial reporting which controls that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and information, (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls or (iii) any claim or allegation regarding any of the foregoing. (e) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements (as defined in Item 303(a) of Regulation S-K under the Securities Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s internal controls over published financial reporting. statements or other Company SEC Documents. (f) The Company has made available to Parent accurate and its consolidated Subsidiaries have established complete copies of all material correspondence through the date hereof between the SEC, on the one hand, and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information Company or any Company Subsidiary, on the other hand, including comment letters from the staff of the SEC relating to the Company SEC Documents containing unresolved comments and its consolidated Subsidiaries is made known to all written responses of the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to Company thereto. To the knowledge of the Company, such disclosure controls and procedures as of the date hereof, no Company SEC Document is the subject of ongoing review, comment or investigation by the SEC. As of the date hereof, there are effective no outstanding or unresolved comments in timely alerting comment letters received from the Company’s principal executive officer and its principal financial officer SEC staff with respect to material information required to be included in the Company’s periodic reports required under the Exchange Actany Company SEC Document.

SEC Documents. (ia) The Company has made available furnished or filed all reports, certifications, schedules, forms, statements and other documents (including amendments, exhibits and other information incorporated therein) required to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement be furnished or filed by the Company with the Securities and Exchange Commission SEC since April 30, 2017 (such documents, together with any documents furnished or filed with the “SEC”) since February 15SEC during such period by the Company, 2005 and prior including those furnished or filed on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to the date of this Agreement (as the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which . (b) Each Company SEC Document (i) at the time filed or furnished (or in the case of Company SEC Documents that are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior registration statements filed pursuant to the date requirements of this Agreement. As the Securities Act, as of their respective effective dates, each of the Company SEC Documents, as amended), complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, Document and none of (ii) did not at the Company SEC Documents contained, when time it was filed or, or furnished (or if amended or superseded by a filing or amendment prior to the date of this Agreement, as of then at the date time of such amendment with respect to those disclosures that are amended, filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The . Each of the consolidated financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents, including all notes and schedules thereto, Documents complied at the time it was filed as to form in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, respects with the published rules and regulations of the SEC with respect thereto, were was prepared in accordance with generally accepted accounting principles GAAP (except, in the United States (“GAAP”case of unaudited statements, as permitted by Form 10-Q of the SEC) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects the consolidated financial position of the Company and the consolidated Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to the absence of footnote disclosure and to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for applied on a consistent basis during the periods presented thereininvolved (except as may be indicated therein or in the notes thereto). (iiic) As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to the Company SEC Documents. To the Knowledge of this Agreementthe Company, as of the date hereof, none of the Company SEC Documents is the subject of any ongoing SEC review or investigation. (d) Since April 30, 2017, the Company has complied in all material respects with all current applicable Nasdaq listing and corporate governance rules and regulations. The Company is in compliance, in all material respects, with the applicable requirements of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. (f) Except for such items that are of the type to be set forth in the notes to the consolidated financial statements of the Company, the Company is not a party to any “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K of the SEC). (g) The “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) 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 rules and forms of the SEC. (h) The Company has disclosed, based on its most recent evaluationevaluation of internal controls prior to the date hereof, to the Company’s auditors and the audit committee of the Board Company Board, (i) any significant deficiencies or material weaknesses in its internal controls and procedures over financial reporting and (ii) any written allegation of Directors fraud that involves management of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) any fraud, whether or not material, that involves management or other employees of the Company or any Company Subsidiary who have a significant role in the Company’s internal controls over financial reporting. The Company and its consolidated Subsidiaries have established and maintain “reporting or disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (ia) The Company has made available filed all forms, documents, schedules, certifications, prospectuses, reports, and registration, proxy and other statements, required to Parent (includingbe filed or furnished by it with or to the SEC since December 31, for purposes of compliance with this representation, 2007 pursuant to the SEC’s “requirements of the Securities Act, the Exchange Act, or the ▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of the Company SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange ▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations of promulgated thereunder (the SEC thereunder applicable to such “Company SEC Documents”), which term shall include such documents filed during such period on a voluntary basis on Form 8-K, and in each case including exhibits and schedules thereto and documents incorporated by reference therein. None of the Company Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act), and as of their respective filing dates with the SEC (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents complied in all material respects, and all documents filed by the Company between the date of this Agreement and the date of the Equity Closing shall comply in all material respects, with the requirements of the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained, when at the time they were filed or, if amended prior to the date of this Agreementamended, as of the date of such amendment with respect to those disclosures that are amendedcontained, or if filed after the date hereof will contain, any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. The Company has made available to Parent a complete and correct copy of any material amendments or modifications which, to the Company’s Knowledge, are required to be filed with the SEC, but have not yet been filed with the SEC, with respect to (i) agreements which previously have been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act and (ii) the Company SEC Documents filed prior to the date hereof. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Documents. (iib) The consolidated financial statements (as restated prior to the date hereof, if applicable, and including all related notes and schedules) of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and Documents fairly present in all material respects in accordance with applicable requirements the consolidated financial position of GAAP the Company and its consolidated subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein including the notes thereto) in conformity with GAAP (except, in the financial position case of the Company and its consolidated Subsidiaries unaudited statements, as of their respective dates and permitted by the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based rules related to Quarterly Reports on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) Form 10-Q promulgated under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly ) applied on a consistent basis during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to involved (except as may be included indicated therein or in the Company’s periodic reports required under the Exchange Actnotes thereto).

SEC Documents. (i) The Company has made available filed all reports, schedules, forms, statements and other documents with the SEC required to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement be filed by the Company with the Securities and Exchange Commission since January 1, 2004 (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective datesdates of filing, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentsthereto, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The Company has made available to the Sponsor Entities copies of all comment letters received by the Company from the SEC since January 1, 2004 and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, to the Knowledge of the Company there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the Knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Company SEC Documents, including all notes and schedules thereto, Documents when filed complied as to form in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments). Except for matters reflected or reserved against in the audited consolidated balance sheet of the Company and as of January 28, 2006 (or the notes thereto) included in the Filed SEC Documents, neither the Company nor any of its consolidated Subsidiaries for the periods presented therein. has any liabilities or obligations (iiiwhether absolute, accrued, contingent, fixed or otherwise) As of any nature that would be required under GAAP, as in effect on the date of this Agreement, the Company has disclosed, based to be reflected on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors a consolidated balance sheet of the Company (Aincluding the notes thereto), except liabilities and obligations that (i) all known significant deficiencies and material weaknesses were incurred since January 28, 2006 in the design ordinary course of business consistent with past practice, (ii) are incurred in connection with the transactions contemplated by this Agreement or operation of internal control over financial reporting which are (iii) have not had and would not reasonably likely be expected to adversely affect in any material respect the Company’s ability to recordhave, process, summarize and report its consolidated financial information and (B) any fraud, whether individually 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entitiesaggregate, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Acta Material Adverse Effect.

SEC Documents. (i) The Company Parent has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) Company a true and complete copy of the following Parent documents: (i) its annual report on Form 10-K for the fiscal year ended June 30, 1996; (ii) its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 1996; (iii) its current reports on Form 8-K dated (i) August 19, 1996, as amended, and (ii) January 15, 1997; (iv) the proxy statement dated December 27, 1996; and (v) each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company Parent with the U.S. Securities and Exchange Commission (the “"SEC”") since February 15June 30, 2005 1996 and publicly available prior to the date of this Agreement Effective Date (the “Company SEC Documents” and, together with the Subsidiary SEC Documentscollectively, the “"PARENT SEC Documents”DOCUMENTS"), which are all of the documents (other than preliminary material) that the Company Parent was required to file with the SEC since February 15, 2005 and prior to the date of this Agreementsuch date. As of their respective dates, each of the Company Parent SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents contained, when filed or, if amended prior to the date of this AgreementDocuments, as of the date of such amendment with respect to those disclosures that are amendedtheir respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company Parent and its subsidiaries included in the Company Parent SEC Documents, including all notes and schedules thereto, Documents complied as to form in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) GAAP 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 Agreement and Plan of Merger - Page 24 statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit recurring adjustments, none of which will be material) the consolidated financial position of the Company Parent and its consolidated Subsidiaries subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company Parent and its consolidated Subsidiaries subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (i) The Company Eagle has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) Buyer a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company Eagle with the SEC (other than reports filed pursuant to Section 13(d) or 13(g) of the Securities and Exchange Commission Act of 1934, as amended (the “SEC”"Exchange Act") since February 15, 2005 and prior to the date Eagle has been required to file such documents (as such documents have since the time of this Agreement (their filing been amended, the “Company "Eagle SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”"), which are all the documents (other than preliminary materialmaterial and reports required pursuant to Section 13(d) or 13(g) of the Exchange Act) that the Company Eagle was required to file with the SEC since February 15, 2005 and prior to the date of this Agreementsuch date. As of their respective datesdates of filing with the SEC, each of the Company Eagle SEC Documents, as amendedincluding any Eagle SEC Documents filed after the date hereof until the Closing, complied or will comply, as to form the case may be, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Eagle SEC Documents, and none of the Company SEC Documents containeddid not, when filed or, if amended prior to the date of this Agreementor will not, as of the date of such amendment with respect to those disclosures that are amendedcase may be, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The financial statements of Eagle included and, to be included as the Company included case may be, in the Company Eagle SEC DocumentsDocuments complied and will comply, including all notes and schedules theretoas the case may be, complied as to form, as of their respective dates of filing with the SEC, in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule Form 10-01 of Regulation S-X Q of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Eagle and the Company and its consolidated Eagle Subsidiaries as of their respective the dates thereof and the consolidated results of operations operations, changes in stockholders' equity and the cash flows of the Company and its consolidated Subsidiaries such companies for the periods presented therein. (iii) As of the date of this Agreementthen ended. All material agreements, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors contracts and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information documents required to be included in filed as exhibits to any of the Company’s periodic reports required under the Exchange ActEagle SEC Documents have been so filed or will be so filed prior to Closing.

SEC Documents. (ia) The Since January 1, 2010, the Company has made available to Parent (includingfiled, for purposes of compliance with this representationor furnished to, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15all documents required to be filed or furnished by the Company under the Securities Act, 2005 and prior to or the date of this Agreement Exchange Act (collectively, the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all . None of the documents (other than preliminary material) that Subsidiaries of the Company was required to file with the SEC since February 15is, 2005 and prior or has at any time been, subject to the date reporting requirements of this AgreementSections 13(a) and 15(d) of the Exchange Act. As of their respective dates, each of the Company SEC DocumentsDocuments complied (or with respect to Company SEC Documents filed after the date of this Agreement, as amended, complied will comply) as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and as of their respective dates and except as amended or supplemented prior to the rules and regulations of the SEC thereunder applicable date hereof (or with respect to such Company SEC DocumentsDocuments filed or furnished after the date hereof, and except as amended or supplemented prior to the Closing Date), none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The , except that no representation is made by the Company with respect to information supplied by Parent, Sub or their respective Subsidiaries for inclusion in any Company SEC Documents. Each of the audited consolidated financial statements of the Company (including, in each case, any notes thereto) included in the Company SEC DocumentsDocuments (collectively, including all notes and schedules theretothe “Company Financial Statements”), complied comply in all material respects, when filed or if amended prior to respects with applicable accounting requirements and the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, were and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the results of operations their operations, cash flows and changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments set forth therein that are not material in amount or nature). (b) The Company has made available (including via the ▇▇▇▇▇ system, as applicable) to Parent all material correspondence between the SEC on one hand, and the cash flows Company and any of its Subsidiaries on the other hand. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. To the Knowledge of the Company (as defined in Section 9.14), as of the date hereof, none of the Company SEC reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (c) Since January 1, 2012, neither the Company nor any of its Subsidiaries has incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except liabilities, obligations or contingencies which (i) are reflected in the Company Financial Statements or the notes thereto, (ii) were incurred in the ordinary course of business and consistent with past practices, (iii) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iv) have been discharged or paid in full prior to the date hereof, or (v) are of a nature not required to be reflected on the consolidated balance sheet of the Company and its consolidated Subsidiaries for the periods presented thereinprepared in accordance with U.S. GAAP consistently applied. (iiid) As Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made the certifications required by Rules 13a-14 and 15d-14 promulgated under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” have the meanings ascribed to those terms under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) To the Knowledge of the Company, since January 1, 2010 and prior to the date of this Agreement, no director or executive officer of the Company or any of its Subsidiaries has disclosedreceived any substantive complaint, based on allegation, assertion or claim, whether written or oral, that the Company or any of its most recent evaluationSubsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation of the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, to the Company’s auditors and the audit committee of the current Board of Directors or any committee thereof or to any current director or executive officer of the Company. (f) The Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize its Subsidiaries have designed and report its consolidated financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s maintained internal controls over financial reportingreporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) to provide reasonable assurances (i) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, (ii) that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with the authorization of management and directors of the Company and such Subsidiaries, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s or its Subsidiaries’ assets that would have a material effect on the Company’s financial statements. The Company has designed and its consolidated Subsidiaries have established and maintain “maintains disclosure controls and procedures” procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act); such disclosures controls and procedures are reasonably designed ) to ensure that material information relating required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and its consolidated Subsidiaries reported within the time periods specified in the SEC’s rules and forms and is made known accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and its principal financial officer by others within those entities, particularly during of the periods in which the periodic reports Company required under the Exchange Act are being prepared; with respect to such reports. Since January 1, 2010, the Board of Directors of the Company and the Audit Committee of the Company have not received any oral or written notification from the Company’s auditors or any member of the Company’s accounting or legal staff of any “material weakness” in the Company’s internal control over financial reporting and there is no outstanding “significant deficiency” or “material weakness” that the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release No. 2007-005 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (g) Each Option and Restricted Stock Award was granted in compliance in all material respects with all applicable legal requirements and was recorded on the Company’s financial statements in accordance with U.S. GAAP consistently applied, and, with respect to Options, to the knowledge Knowledge of the Company, no such disclosure controls and procedures are grant involved any “back dating” or “forward dating” with respect to the effective in timely alerting date of grant. Further, to the Knowledge of the Company’s principal executive officer , the Company has not granted any Options at an exercise price that represents a discount from the fair market value of the Company Common Stock underlying such Option on the date of grant and its principal financial officer to material information required to be included the Company has disclosed any re-pricing of Options in the Company’s periodic reports required under the Exchange ActCompany Financial Statements (as defined in Section 3.4(a)).

SEC Documents. (ia) The Company has made available to Parent (includingFrom January 1, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior 2023 to the date of this Agreement (Agreement, the “Company SEC Documents” andhas timely filed all reports, together schedules, forms, statements and other documents required to be filed by it with the Subsidiary SEC Documentspursuant to the Exchange Act (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”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective SEC filing dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended 2002 (and the “Securities Act”regulations promulgated thereunder), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed as of such respective dates (or, if amended prior to the date of this Agreementhereof, as of the date of the filing of such amendment amendment, with respect to those the disclosures that are amended, ) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) . As of the date of this Agreementhereof, (i) the Company has disclosedis eligible to file a registration statement on Form S-3, based on its most recent evaluation, to (ii) none of the Company’s auditors and subsidiaries is required to file any documents with the audit committee of SEC, (iii) there are no outstanding or unresolved comments in comment letters from the Board of Directors SEC staff with respect to any of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information SEC Documents and (Biv) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting none of the Company’s principal executive officer and its principal financial officer to material information required to be included in Company SEC Documents is the Company’s periodic reports required under the Exchange Actsubject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

SEC Documents. (i) The Company has made available to Parent (including, for purposes of compliance including via filings with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) to each of the Purchaser Parties a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) SEC since February 15January 1, 2005 2002 and prior to or on the date of this Agreement hereof (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective filing dates, each of (A) the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, Documents and (B) none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The financial , except to the extent such statements of the Company included in the have been modified or superseded by later Company SEC Documents, including all notes Documents filed and schedules thereto, complied in all material respects, when filed or if amended publicly available prior to the date of this Agreement, as . The Company has no outstanding and unresolved comments from the SEC with respect to any of the Company SEC Documents; provided, however, that no representation or warranty is made as to outstanding and unresolved comments from the SEC regarding any post-effective amendment to the Company’s effective registration statement on Form S-11 (Registration No. 333-115640) filed after the date hereof. None of such amendment, the Company SEC Documents is the subject of any confidential treatment request by the Company. The consolidated financial statements of the Company (including the notes thereto) included in the Company SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present presented in all material respects respects, in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit normal, recurring adjustments) , none of which are material), the consolidated financial position of the Company and its consolidated Subsidiaries the Company Subsidiaries, taken as a whole, as of their respective dates and the results consolidated statements of operations and the consolidated statements of cash flows of the Company and its consolidated the Company Subsidiaries for the periods presented therein. No Company Subsidiary is required to make any filings with the SEC. (iiiii) As The GP Units and LP Units are not registered under Section 12 of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (ia) The Company has made available All reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement be filed or furnished by the Company Bridger with the United States Securities and Exchange Commission (the “SEC”) since February 15August 8, 2005 and prior to the date of this Agreement 2022 (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “Bridger SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file have been filed or furnished with the SEC since February 15on a timely basis. As of the time it was filed with the SEC (or, 2005 and if amended or superseded by a filing prior to the date of this Agreement. As , then on the date of their respective dates, such filing): (i) each of the Company Bridger SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act, ”) and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ) and the rules applicable regulations promulgated thereunder; and regulations of the SEC thereunder applicable to such Company SEC Documents, and (ii) none of the Company Bridger SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . As of its filing date (ii) The financial statements of the Company included in the Company SEC Documentsor, including all notes and schedules thereto, complied in all material respects, when filed or if amended or superseded by a filing prior to the date of this Agreement, as of on the date of such amendmentfiling), each Bridger SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations thereunder. (b) The financial statements (including any related notes) contained or incorporated by reference in Bridger SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect applicable thereto, ; (ii) were prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto to such financial statements or, in the case of the unaudited financial statements, as permitted by Rule Form 10-01 of Regulation SQ or any successor form under the Exchange Act, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-X of the SECend adjustments); (iii) and fairly present present, in all material respects in accordance with applicable requirements of GAAP (subjectrespects, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company Bridger and its consolidated Subsidiaries subsidiaries as of their the respective dates thereof and the results of operations and the consolidated cash flows of the Company Bridger and its consolidated Subsidiaries subsidiaries for the periods presented therein. covered thereby (iiisubject, with respect to unaudited financial statements, to normal and recurring year-end adjustments); and (iv) As of the date of this Agreementhave been prepared from, and are in accordance with, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors books and the audit committee records of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 Bridger and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined subsidiaries in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that all material information relating to the Company respects. No financial statements of any Person other than Bridger and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer subsidiaries are required by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required GAAP to be included in the Company’s periodic reports required under consolidated financial statements of Bridger. (c) None of Bridger or any of its subsidiaries has effected, entered into or created, or has a commitment to effect, enter into or create, any securitization transaction, joint venture or any similar contract or transaction, including any contract relating to any transaction or relationship between or among Bridger or any of its subsidiaries, on the Exchange Actone hand, and any unconsolidated affiliate of Bridger or any of its subsidiaries, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K) or any similar arrangements. None of Bridger or any of its subsidiaries has any liabilities of any nature or type, whether accrued, absolute, determined, contingent or otherwise and whether due or to become due, except for: (i) liabilities disclosed in the financial statements (including any related notes) contained in the balance sheet of Bridger for the quarterly period ended June 30, 2023 and filed on Form 10-Q (the “Bridger Balance Sheet”); (ii) liabilities incurred in the ordinary course of business since the date of the Bridger Balance Sheet; (iii) liabilities that would not, individually or in the aggregate, reasonably be expected to have be material to the business of Bridger or materially impair, hinder or delay the transactions contemplated by this Agreement; and (iv) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement.

SEC Documents. (ia) The Since January 1, 2022, the Company has made available to Parent (including, for purposes of compliance filed with this representation, pursuant or furnished to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each reportSEC all forms, statementreports, scheduleschedules, prospectusstatements, prospectuses, registration statement and statements, definitive proxy statement statements and other documents (collectively, including all exhibits thereto and information incorporated by reference therein, the “Company SEC Documents”) required to be filed by the Company with or furnished by the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior Company to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreementin a timely manner. As of their respective dates, each filing dates (and as of the date of any amendment or supplement thereto), (i) each Company SEC Documents, as amended, Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended (the “Securities Act”), or the Exchange Act2002, as the case may be, and the rules and regulations applicable requirements of the SEC thereunder Nasdaq, in each case, applicable to such Company SEC DocumentsDocuments and (ii) except to the extent that information contained in such Company SEC Documents has been revised, and none of amended, modified, superseded (prior to the date hereof) by a later filed Company SEC Document, the Company SEC Documents contained, when filed or, if amended prior or furnished pursuant to the date of this Agreement, as of Securities Act or the date of such amendment with respect to those disclosures that are amended, Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act or similar non-U.S. authority. (iib) The Company and the Company Subsidiaries have established, have maintained and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information (both financial statements and non-financial) 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 rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the “principal executive officer” and “principal financial officer” (as such terms are defined in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) of the Company included in to make the certifications required under the Exchange Act with respect to such reports. (c) The Company and the Company SEC DocumentsSubsidiaries have established, including all notes have maintained and schedules thereto, complied maintain a system of internal control over financial reporting (as defined in all material respects, when filed or if amended prior Rules 13a-15(f) and 15d-15(f) under the Exchange Act): (i) designed to provide reasonable assurance regarding the date of this Agreement, as reliability of the date Company’s financial reporting and the preparation of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared Company financial statements for external purposes in accordance with generally accepted accounting principles GAAP, (ii) that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the United States transactions and dispositions of the assets of the Company and the Company Subsidiaries, (“iii) that provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP”, and that receipts and expenditures of the Company and the Company Subsidiaries are being made only in accordance with authorizations of the Company’s management and the Company Board, and (iv) applied that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s or the Company Subsidiaries’ assets that could have a material effect on a consistent basis during the periods involved financial statements. (except as may be indicated in the notes thereto ord) The Company is, and since January 1, 2022, has been, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present compliance in all material respects in accordance with all applicable listing and corporate governance requirements of GAAP (subjectNasdaq, and is, and since January 1, 2022, has been, in the case compliance in all material respects with all applicable rules, regulations and requirements of the unaudited statements, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC. There are no outstanding loans or other extension of credit made by the Company or any Company Subsidiary to normal year-end audit adjustmentsany executive officer (as defined in Rule 3b-7 under the Exchange Act) the financial position or director of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Company. Since January 1, 2022, neither the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluationnor, to the knowledge of the Company, the Company’s auditors and the audit committee independent registered public accounting firm, has identified or been made aware of the Board of Directors of the Company (Ai) all known significant any material deficiencies and material or weaknesses in the design or operation of internal control over financial reporting which controls that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and information, (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls or (iii) any claim or allegation regarding any of the foregoing. (e) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements (as defined in Item 303(a) of Regulation S-K under the Securities Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s internal controls over published financial reporting. statements or other Company SEC Documents. (f) The Company has made available to Parent accurate and its consolidated Subsidiaries have established complete copies of all material correspondence through the date hereof between the SEC, on the one hand, and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information Company or any Company Subsidiary, on the other hand, including comment letters from the staff of the SEC relating to the Company SEC Documents containing unresolved comments and its consolidated Subsidiaries is made known to all written responses of the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to Company thereto. To the knowledge of the Company, such disclosure controls and procedures as of the date hereof, no Company SEC Document is the subject of ongoing review, comment or investigation by the SEC. As of the date hereof, there are effective no outstanding or unresolved comments in timely alerting comment letters received from the Company’s principal executive officer and its principal financial officer SEC staff with respect to material information required to be included in the Company’s periodic reports required under the Exchange Actany Company SEC Document.

SEC Documents. (ia) The Since December 31, 2005, the Company has made available filed all reports, schedules, forms, statements and other documents required to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement be filed by the Company it with the Securities and Exchange Commission (the “"SEC”") since February 15, 2005 and prior pursuant to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of the Company SEC Documents, as amended, complied as to form in all material respects with the applicable reporting requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder (collectively, the "SEC DOCUMENTS"). Each of the SEC thereunder applicable to such Company SEC Documents, and none as of the Company SEC Documents contained, when filed respective dates thereof (or, if amended or superseded by a filing prior to the date of this AgreementClosing Date, as of then on the date of such amendment with respect to those disclosures that are amendedfiling), did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (ii) The financial statements of . Each SEC Document, as it may have been subsequently amended by filings made by the Company included in with the Company SEC Documents, including all notes and schedules theretoprior to the date hereof, complied in all material respects, when filed or if amended prior to respects with the date of this Agreement, as requirements of the date of such amendment, with Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document. The Company covenants that the Form 10-QSB for the quarter ended September 30, 2007 will be timely filed on or before November 14, 2007 and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. (b) The Company's financial statements filed with respect theretothe SEC for the year ended December 31, were prepared 2006, and for all interim periods since such date (the "CompanyFinancial Statements"), at the time filed with the SEC complied as to form in accordance all material respects with generally accepted accounting principles in the United States GAAP, and fairly present (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, subject in the case of the unaudited statementsinterim statements to normal, as permitted by Rule 10recurring and year-01 of Regulation S-X of the SECend adjustments) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case consolidated financial position and status of the unaudited statements, to normal year-end audit adjustments) the financial position business of the Company and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of its operations and the cash flows for the periods then ended. (c) The Chief Executive Officer and the Chief Financial Officer of the Company have signed, and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosedfurnished to the SEC, all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Such ▇▇▇▇▇▇▇▇▇▇▇▇▇s contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Company nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. The Company is otherwise in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley Act of 2002 an▇ ▇▇▇ ▇▇▇▇▇ ▇▇d regulations issued thereunder by the SEC. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports 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. The Company's certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by the Company's most recently filed periodic report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on its most recent evaluationtheir evaluations as of the Evaluation Date. Since the Evaluation Date, to there have been no changes in the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of 's internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are ) that has materially affected, or is reasonably designed likely to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to materially affect, the Company’s principal executive officer and its principal 's internal control over financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Actreporting.

SEC Documents. (ia) The Since December 31, 1992, the Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company all documents with the Securities and Exchange Commission ("SEC") required to be filed under the “SEC”) since February 15Securities Act or the Exchange Act (such documents filed with the SEC on or before October 30, 2005 and prior to 1995 being the date of this Agreement (the “"Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of (i) the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and (ii) none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . The Company has delivered to the Purchaser its draft unaudited consolidated balance sheets and statements of income, changes in stockholders' equity and cash flow, and notes thereto as of and for the three months and the nine months ended September 30, 1995 (ii) the "Draft September 30 Financial Statements"). The financial statements of the Company included in the Company SEC Documents, including all notes Documents and schedules thereto, complied the Draft September 30 Financial Statements comply as to form in all material respects, when filed or if amended prior to respects with applicable accounting requirements and the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles (except, in the United States (“GAAP”case of unaudited statements contained in Quarterly Reports on Form 10-Q of the Company and the Draft September 30 Financial Statements, as permitted by the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their respective dates and the results of operations and changes in stockholders' equity and cash flow for the cash flows periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Form 10-Q of the Company as of and its consolidated Subsidiaries for the periods presented thereinquarter ended September 30, 1995 to be filed by the Company with the SEC will comply with (ii) above and the financial statements therein will be consistent with, and not show results or financial condition differing in such a way as to constitute a Material Adverse Change from, the Draft September 30 Financial Statements. (iiib) As Except as set forth in the Company SEC Documents or the Draft September 30 Financial Statements, neither the Company nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the date notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities and obligations incurred in the ordinary course of this Agreementbusiness consistent with past practice since September 30, 1995 which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (c) To the extent there are such, the Company has disclosedheretofore made available to Purchaser a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) any fraud, whether or not material, that involves management documents or other employees who instruments which previously have a significant role in been filed with the Company’s internal controls over financial reporting. The Company and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed SEC pursuant to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (i) The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “"SEC”"): (i) since February 15the Company's Annual Report on Form 10-K for the year ended December 31, 2005 2001, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002, June 30, 2002 and prior September 30, 2002, (iii) the Company's Proxy Statement for the 2002 Annual Meeting of Stockholders, (iv) all Current Reports on Form 8-K required to be filed by the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC DocumentsCommission since December 31, the “SEC Documents”)2001, which are and (v) all the documents (other than preliminary material) that documents, if any, filed by the Company was required to file with the SEC since February 15November 14, 2005 and prior 2002 pursuant to the date of this Agreement. As of their respective dates, each of the Company SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the “Securities Act”"EXCHANGE ACT") copies of which have been made available to the Purchasers (the "SEC DOCUMENTS"), or have been duly and timely filed, were in substantial compliance with the Exchange Actrequirements of their respective forms when filed, as the case may be, were complete and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, correct in all material respects as of the date dates at which the information was furnished, and contained (as of such amendment with respect to those disclosures that are amended, any dates) no untrue statement of a material fact or nor omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, made therein in light of the circumstances under in which they were made, made not misleading. (ii; provided however that any information set forth in any SEC Document that is a forward-looking statement as defined in Rule 175(c) promulgated by the SEC under the Securities Act shall not be deemed to contain an untrue statement of material fact as long as such forward-looking statement was made at the time with a reasonable basis and in good faith. Any statements made in any such SEC Documents that are or were required to be updated or amended under applicable law have been so updated or amended. The financial statements Company is not aware of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed any event occurring on or if amended prior to the date of this AgreementClosing (other than the transactions effected hereby) that would require the filing of, as of the date of such amendment, with the rules and regulations of the SEC or with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of which the Company and its consolidated Subsidiaries as of their respective dates and intends to file, a Form 8-K after the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented thereinClosing. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (i) The Company Since January 1, 2014, the Parent has made available to Parent (includingfiled in a timely manner all required reports, for purposes of compliance with this representationschedules, pursuant to the SEC’s “▇▇▇▇▇” system) a true forms, statements, and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company other documents with the Securities SEC that the Parent was required to file under Section 13, 14(a), and 15(d) of the Exchange Commission Act (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective filing dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Exchange Securities Act, 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 contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document none of the SEC Documents contains, and after giving effect to any such later filed SEC Documents none of the 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. Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Material Adverse Effect. Neither the Parent nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (including in the financial statements included therein), (ii) The financial statements of the Company included as disclosed in the Company SEC DocumentsSchedule 12.6, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses for current liabilities incurred in the design or operation ordinary course of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to recordbusiness since December 31, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act2014.

SEC Documents. (i) The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement timely filed by the Company with the Securities and Exchange Commission (the “"SEC”") since February 15all forms, 2005 reports, schedules, statements and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the other documents (other than preliminary material) that the Company was required to file be filed with the SEC by the Company since February 15December 31, 2005 and prior to 1996 (together with all information incorporated therein by reference, the date of this Agreement"SEC Documents"). As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when at the time they were filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The financial statements of . Except to the Company included extent that information contained in the Company any SEC Documents, including all notes Document filed and schedules thereto, complied in all material respects, when filed or if amended publicly available prior to the date of this AgreementAgreement (a "Filed SEC Document") has been revised or superseded by a later Filed SEC Document, as none of the date SEC Documents contains any untrue statement of such amendmenta 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 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 published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles GAAP (except, in the United States (“GAAP”case of unaudited statements, as permitted by Form 10-Q of the SEC) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements the consolidated financial position of GAAP the Company as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein). (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (ia) The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” systemExcept as set forth in Schedule 5.26(a) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and or as restated or reclassified in an SEC Document prior to the date of this Agreement Agreement, as of their respective dates, each form, report, schedule, statement, or other document required to be filed or otherwise furnished by Seller with or to the SEC since January 1, 2002, in each case including all exhibits, appendices, attachments and amendments thereto, whether filed or otherwise furnished therewith or incorporated by reference therein (the “Company SEC Documents” and, together with the Subsidiary SEC Documentscollectively, the “SEC Documents”), which are all of the documents (other than preliminary material) that the Company Seller was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of the Company SEC Documents, as amended, such date: (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and if applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of promulgated thereunder (the SEC thereunder applicable to such Company SEC Documents, “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”); and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Subsidiaries is or has been required to file any form, report, schedule, statement, or other document with the SEC. (iib) The financial statements of Seller maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Company included in the Company SEC DocumentsExchange Act; such controls and procedures are effective to ensure that all material information concerning Seller, including all notes and schedules theretothe Subsidiaries, complied in all material respects, when filed or if amended prior is made known on a timely basis to the date individuals responsible for the preparation of this Agreement, as of the date of such amendment, Seller’s filings with the rules SEC and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied other public disclosure documents. Based 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, Seller’s principal executive officer and principal financial officer have disclosed to the CompanySeller’s auditors and the its audit committee of the Board of Directors of the Company (Ai) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to controls that could adversely affect in any material respect the CompanySeller’s ability to timely and accurately record, process, summarize and report its consolidated financial information data and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanySeller’s internal controls over financial reporting. The Company and its consolidated Subsidiaries have established and maintain a summary of any such disclosure is set forth in Schedule 5.26(b). (c) As used in this Section 5.26, the term “disclosure controls and proceduresfile” (as such term shall be broadly construed to include any manner in which a document or information is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating furnished, supplied or otherwise made available to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange ActSEC.

SEC Documents. (i) The Company Parent has made available to Parent (includingfiled all required reports, for purposes schedules, ------------- forms, statements and other documents with the SEC between September 30, 1994 and the date of compliance with this representationAgreement. All reports, pursuant to the SEC’s “▇▇▇▇▇” system) a true schedules, forms, statements and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement other documents filed by the Company Parent with the Securities SEC between September 30, 1994 and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (other than any exhibits to such reports, schedules, forms, statements and documents) are collectively referred to in this Agreement as the “Company "Parent SEC Documents” and, together with ." As of the Subsidiary time each of the Parent SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company Documents was required to file filed with the SEC since February 15(or, 2005 and if amended or superseded by a filing prior to the date of this Agreement. As , then on the date of their respective datessuch filing), each of (i) the Company Parent SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documents, and (ii) except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later-filed Parent SEC Document, none of the Company Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The financial statements of the Company Parent included in the Company Parent SEC Documents, including all notes and schedules thereto, Documents complied as to form in all material respects, when filed or if amended prior to respects with applicable accounting requirements and the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the United States (“GAAP”case of unaudited statements, as permitted by Form 10-Q of the SEC) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements presented the consolidated financial position of GAAP Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company ). Between March 31, 1997 and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company Parent has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee not incurred any liabilities of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information type required to be included disclosed in the Company’s periodic reports required under liabilities column of a balance sheet prepared in accordance with U.S. generally accepted accounting principles, except for (i) liabilities incurred in the Exchange Actordinary course of business, and (ii) liabilities that would not, individually or in the aggregate, have a material adverse effect on Parent.

SEC Documents. (i) The Company IBC has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) MSB a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company IBC with the Securities and SEC (other than reports filed pursuant to Section 13(d) or 13(g) of the Exchange Commission (the “SEC”Act) since February 15January 1, 2005 and prior to 1995 (as such documents have since the date time of this Agreement (their filing been amended, the “Company "IBC SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”"), which are all the documents (other than preliminary materialmaterial and reports required pursuant to Section 13(d) or 13(g) of the Exchange Act) that the Company IBC was required to file with the SEC since February 15, 2005 and prior to the date of this Agreementsuch date. As of their respective datesdates of filing with the SEC, each of the Company IBC SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company IBC SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The financial statements of the Company IBC included in the Company IBC SEC DocumentsDocuments complied as to form, including all notes and schedules theretoas of their respective dates of filing with the SEC, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule Form 10-01 of Regulation S-X Q of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Company IBC and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of operations operations, changes in shareholders' equity and the cash flows of the Company and its consolidated Subsidiaries such companies for the periods presented therein. (iii) As of the date of this Agreementthen ended. All material agreements, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors contracts and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information documents required to be included in filed as exhibits to any of the Company’s periodic reports required under the Exchange ActIBC SEC Documents have been so filed.

SEC Documents. (a) ZT has delivered copies to IR of: (i) The Company has made available ZT's annual reports on Form 10-KSB for its fiscal years ended June 30, 1999, 1998, 1997, and 1996, (ii) ZT's quarterly reports on Form 10-Q for its fiscal quarter ended September 30, 1999, (iii) its proxy or information statements relating to Parent (includingmeetings of, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) or actions taken without a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documentsmeeting by, the “SEC Documents”)shareholders of ZT held since January 11, which are 1999, and (iv) all the documents (of its other than preliminary material) that the Company was required to file reports, statements, schedules and registration statements filed with the SEC since February 15January 11, 2005 and prior 1999 (the documents referred to in this Section 3.8(a), collectively, the date of this Agreement. "ZT Reports"). (b) As of their respective datesthe filing date, each of the Company SEC Documents, as amended, ZT Report complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or and the Exchange Act, as the case may be, and the rules and regulations . (c) As of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed its filing date (or, if amended or superceded by a filing prior to the date of this Agreementhereof, as of on the date of such amendment with respect later filing), each ZT Report filed pursuant to those disclosures that are amendedthe Exchange Act did not, and each such ZT Report filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (iid) The financial statements of the Company included in the Company SEC DocumentsEach ZT Report that is a registration statement, including all notes and schedules theretoas amended or supplemented, complied in all material respectsif applicable, when filed or if amended prior pursuant to the date of this AgreementSecurities Act, as of the date such statement or amendment became effective, did not contain any untrue statement of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, fact or omit to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in state any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information fact required to be included in stated therein or necessary to make the Company’s periodic reports required under the Exchange Actstatements therein not misleading.

SEC Documents. (i) The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary ”). The Company SEC Documents, the “SEC Documents”)including all forms, which are all the reports and documents (other than preliminary material) that filed by the Company was required to file with the SEC since February 15, 2005 after the date hereof and prior to the date of this Agreement. As of their respective datesEffective Time, each (i) were and, in the case of the Company SEC DocumentsDocuments filed after the date hereof, as amendedwill be, complied as to form prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder, or any successor statute, rules or regulations thereto (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documentsthereunder, and none of (ii) did not at the Company SEC Documents contained, when time they were filed or, (if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such amendment with respect to those disclosures that filing), and in the case of such forms, reports and documents filed by the Company after the date of this Agreement, will not as of the time they are amendedfiled, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were and will be made, not misleading. None of the Subsidiaries of the Company is required to file any forms, reports, schedules, statements or other documents with the SEC. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (ii) The Each of the consolidated financial statements of the Company included contained in the Company SEC Documents, Documents (including in each case all notes and schedules thereto), complied in all material respects, when including any Company SEC Documents filed or if amended prior to after the date of this Agreement, complied or will comply, as of the date of such amendmentits respective date, in all material respects with all applicable accounting requirements and the rules and regulations of the SEC with respect thereto, were was or will be prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly presented or will fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments. (iii) As The chief executive officer and chief financial officer of the date Company have made all certifications required by Sections 302 and 906 of this Agreementthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and statements contained in such certificates are complete and correct, and the Company is otherwise in compliance with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (iv) The Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (Ai) all known any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting reporting, which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and and; (Bii) any fraudfraud known to management, whether or not material, material that involves involved management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date hereof, the Company has not received any complaint or allegation in writing since January 1, 2005, regarding accounting, internal accounting controls, or auditing matters, including any such complaint regarding improper accounting or auditing matters. The Company and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (procedures as such term is defined in Rules 13a-15(e) and 15d-15(eRule13a-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during consolidated Subsidiaries’ filings with the periods in which the periodic reports required under the Exchange Act are being preparedSEC and other public disclosure documents; and, as of the date hereof, to the knowledge of the Company the Company has not identified any material weaknesses in the design or operation of internal control over financial reporting. As of the date of this Agreement, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal there is no reason to believe that its chief executive officer and its principal chief financial officer will not be able to material information give the certifications and attestations required pursuant to be included in the Company’s periodic reports required under rules and regulations adopted pursuant to Section 303 of the Exchange Act▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act when next due.

SEC Documents. The Seller is obligated under the Securities Exchange Act of 1934, as amended (ithe “Exchange Act”) The Company has made available to Parent (including, for purposes of compliance with this representation, file reports pursuant to the SEC’s “▇▇▇▇▇” systemSections 13 or 15(d) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement thereof (all such reports filed or required to be filed by the Company with Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, Act hereinafter called the “SEC Documents”), which are . The Seller has filed all the reports or other documents (other than preliminary material) that the Company was required to file be filed under the Exchange Act. All SEC Documents filed by the Seller as of or for any period beginning on or after July 1, 2003, (i) were prepared in all material respects in accordance with the SEC since February 15requirements of the Exchange Act and (ii) did not at the time they were filed (or, 2005 and if amended or superseded by a filing prior to the date of this Agreement. As of their respective dateshereof, each of the Company SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of then on the date of such amendment with respect to those disclosures that are amended, filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior Seller has previously delivered to the date Purchaser a correct and complete copy of this Agreementeach report (including, as of without limitation, the date of such amendment, most recent Proxy Statement) which the Seller filed with the rules Securities and regulations of Exchange Commission (the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in “SEC” or the United States (“GAAPCommission”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating Act for any period ending on or after June 30, 2005 (the “Recent Reports”) to the Company and extent not available via ▇▇▇▇▇. None of the information about the Seller or any of its consolidated Subsidiaries is made known which has been disclosed to the Company’s principal executive officer Purchasers herein or in the course of discussions and its principal financial officer by others within those entities, particularly during negotiations with respect hereto which is not disclosed in the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information Recent Reports is or was required to be included in so disclosed, and no material non-public information has been disclosed to the Company’s periodic reports required under the Exchange ActPurchasers.

SEC Documents. (i) The Company Parent has made available to Parent Seller (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statementschedule, scheduleform, prospectus, registration statement and statement, definitive proxy statement and other document (including exhibits and other information incorporated by reference therein) filed by the Company Parent with the Securities and Exchange Commission (the “SEC”) SEC since February 15December 31, 2005 2018 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “Parent SEC Documents”), which are all the documents (other than preliminary material) that the Company Parent was required to file with the SEC since February 15December 31, 2005 2018 and prior to the date of this Agreement. As of their respective dates, each of the Company Parent SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents contained, when as of the date so filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The financial statements of the Company Parent included in the Company Parent SEC Documents, including all notes and schedules thereto, complied in all material respects, when as of the date so filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company Parent and its consolidated Subsidiaries subsidiaries as of their respective dates and the results of operations and the cash flows of the Company Parent and its consolidated Subsidiaries subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (i) The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a Investor true and complete copy copies of each report, statement, schedule, prospectus, all reports or registration statement and definitive proxy statement filed by statements the Company has filed with the Securities and Exchange Commission ("SEC") under the “SEC”Securities Act of 1933 ("SECURITIES ACT") since February 15, 2005 and prior to the date Securities Exchange Act of this Agreement 1934 (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”"EXCHANGE ACT"), which are for all periods subsequent to December 31, 2005, all in the form so filed (collectively the "SEC DOCUMENTS"). The Company has filed in a timely manner all documents (other than preliminary material) that the Company was required to file with under the SEC since February 15, 2005 and prior to Exchange Act during the 12 months preceding the date of this Agreement. As of their respective filing dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documentsapplicable, and none of the Company SEC Documents contained, when filed or, if amended prior to under the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, Exchange Act contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (ii) The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior except to the date of this Agreement, as of the date of such amendment, extent corrected by a subsequently filed document with the rules and regulations SEC. None of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in Documents filed under the United States (“GAAP”) applied on Securities Act contained an untrue statement of material fact or omitted to state a consistent basis during material fact required to be stated therein or necessary to make the periods involved (except as may be indicated in statements therein not misleading at the notes thereto or, in time such SEC Documents became effective under the case of Securities Act. Without limiting the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreementforegoing, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee meets each of the Board eligibility requirements for the use of Directors Form S-3 in connection with the resale registration of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (Shares as such term is defined in Rules 13a-15(e) and 15d-15(e) contemplated under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange ActExisting Registration Rights Agreement.

SEC Documents. (i) The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with Seller is obligated under the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each of the Company SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 19331934, as amended (the “"Exchange Act") to file reports pursuant to Sections 13 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”Act 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, as 2003, (i) were prepared in all material respects in accordance with the case may be, and the rules and regulations requirements of the SEC thereunder applicable to such Company SEC Documents, Exchange Act and none of (ii) did not at the Company SEC Documents contained, when time they were filed (or, if amended or superseded by a filing prior to the date of this Agreementhereof, as of then on the date of such amendment with respect to those disclosures that are amended, filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The financial statements of the Company included in the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior Seller has previously delivered to the date Purchaser a correct and complete copy of this Agreementeach report (including, as of without limitation, the date of such amendment, 2005 Proxy Statement) which the Seller filed with the rules Securities and regulations of Exchange Commission (the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in "SEC" or the United States (“GAAP”) 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 Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e"Commission") under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating Act for any period ending on or after December 31, 2003 (the "Recent Reports") to the Company and extent not available via ED▇▇▇. None of the information about the Seller or any of its consolidated Subsidiaries is made known which has been disclosed to the Company’s principal executive officer Purchasers herein or in the course of discussions and its principal financial officer by others within those entities, particularly during negotiations with respect hereto which is not disclosed in the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information Recent Reports is or was required to be included in so disclosed, and no material non-public information has been disclosed to the Company’s periodic reports required under the Exchange ActPurchasers.

SEC Documents. (i) The i)The Company has made available to Parent Parent, or the Electronic Data Gathering, Analysis and Retrieval (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) database of the SEC contains in a true publicly available format, complete and complete copy accurate copies of each reportall reports, statementschedules, scheduleforms, prospectus, registration statement statements and definitive proxy statement other documents filed with the SEC by the Company with the Securities and Exchange Commission since December 31, 2002 (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documentsall information incorporated therein by reference, the “SEC Documents”). The Company has filed with the SEC each report, which are all the documents (schedule, form, statement or other than preliminary material) that the Company was document or filing required by Law to be filed. No Subsidiary is required to file any report, schedule, form, statement or other document with the SEC since February 15, 2005 and prior to the date of this AgreementSEC. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or the Exchange Act, as Act and the case may be, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of the SEC promulgated thereunder (“SOX”), in each case, applicable to such Company SEC DocumentsDocuments at the time of filing, and none of the Company SEC Documents contained, when at the time it was filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . Except to the extent that information contained in any SEC Document filed and publicly available prior to the date of this Agreement (iia “Filed SEC Document”) The 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. Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents, including all notes and schedules thereto, Documents complied at the time it was filed as to form in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing, were 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 case of unaudited statements, as permitted by the rules and regulations of the SEC) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their respective dates and the consolidated results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. then ended (iii) As subject, in the case of the date of this Agreementunaudited statements, to normal and recurring year-end audit adjustments). Neither the Company nor any of its Subsidiaries has disclosedany liabilities or obligations of any nature (whether accrued, based on its most recent evaluationabsolute, to the Company’s auditors and the audit committee of the Board of Directors of the Company (Acontingent or otherwise) all known significant deficiencies and material weaknesses which individually or in the design aggregate have had, or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect have, a Material Adverse Effect on the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act.

SEC Documents. (ia) The Company Acquirer has made available to Parent the Company, or the Electronic Data Gathering, Analysis and Retrieval (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) database of the SEC contains in a true publicly available format, complete and complete copy correct copies of each reportall reports, statementschedules, scheduleforms, prospectus, registration statement statements and definitive proxy statement other documents filed by the Company with the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior or furnished to the date of this Agreement SEC by Acquirer since January 1, 2004 (the “Company SEC Documents” and, together with the Subsidiary SEC Documentsall information incorporated therein by reference, the “SEC Documents”). Since January 1, which are all the documents (other than preliminary material) that 2004, the Company was has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished at or prior to the time so required. No Subsidiary of the Company is required to file with 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 since February 15, 2005 and prior to the date of this AgreementSEC. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 19331934, as amended (the “Securities Act”), or the Exchange Act, as the case may beamended, and the rules and regulations of promulgated thereunder (collectively, the SEC thereunder “Exchange Act”), in each case, applicable to such Company SEC DocumentsDocument at the time it was filed or furnished to the SEC, and none of the Company SEC Documents contained, when at the time it was filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The financial statements of . Except to the Company included extent that information contained in the Company any SEC Documents, including all notes and schedules thereto, complied in all material respects, when Document filed or if amended furnished and publicly available prior to the date of this AgreementAgreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, as of the date of such amendment, with the rules and regulations none of the SEC with respect thereto, were prepared Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in accordance with generally accepted accounting principles in order to make the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orstatements therein, in the case light of the unaudited statementscircumstances under which they were made, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, not misleading. Acquirer has made available to normal year-end audit adjustments) the financial position of the Company copies of all comment letters received by Acquirer from the SEC since January 1, 2004, and its consolidated Subsidiaries as relating to the SEC Documents, together with all written responses of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) Acquirer thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by Acquirer from the Company has disclosed, based on its most recent evaluationSEC. As of the date of this Agreement, to the Company’s auditors Knowledge of Acquirer, none of the SEC Documents is the subject of any ongoing review by the SEC. (b) Acquirer is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies rules and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely regulations promulgated thereunder applicable to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Actit.

SEC Documents. (ia) The Company has made available to Parent Parent, or the Electronic Data Gathering, Analysis and Retrieval (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) database of the SEC contains in a true publicly available format, complete and complete copy correct copies of each reportall reports, statementschedules, scheduleforms, prospectus, registration statement statements and definitive proxy statement other documents filed with or furnished to the SEC by the Company with the Securities and Exchange Commission since January 1, 2004 (the “SEC”) since February 15, 2005 and prior to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documentsall information incorporated therein by reference, the “SEC Documents”). Since January 1, which are all the documents (other than preliminary material) that 2004, the Company was has filed with or furnished to the SEC each report, schedule, form, statement or other document or filing required by Law to be filed or furnished at or prior to the time so required. No Subsidiary of the Company is required to file with 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 since February 15, 2005 and prior to the date of this AgreementSEC. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may beamended, and the rules and regulations of promulgated thereunder (collectively, the SEC thereunder “Securities Act”) and the Exchange Act, in each case, applicable to such Company SEC DocumentsDocument at the time it was filed or furnished to the SEC, and none of the Company SEC Documents contained, when at the time it was filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (iia “Filed SEC Document”) has been revised or superseded by a later filed or furnished 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 Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2004, and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the knowledge of the Company, none of the SEC Documents is the subject of any ongoing review by the SEC. The financial statements (including the related notes) of the Company included in the Company SEC DocumentsDocuments complied, including all notes and schedules theretoat the time the respective statements were filed, complied as to form in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been or will be prepared in accordance with generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in accordance with GAAP in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and their respective dates and the consolidated results of operations and the cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except (i) as set forth or fully reserved against in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), (ii) for liabilities incurred after the date of the Baseline Financials but prior to the date of this Agreement in the ordinary course of business consistent (including in type and amount) with past practice and (iii) for liabilities incurred on or after the date of this Agreement that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, the Company and its subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (b) The Company is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (collectively, “SOX”) applicable to it. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics. (c) The principal executive officer of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As principal financial officer of the Company each has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents, and the statements contained in such certifications were true and accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its subsidiaries has disclosedoutstanding, based or has since the adoption of SOX arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (d) Neither the Company nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its most recent evaluation, to subsidiaries in the Company’s auditors and the audit committee or any of the Board of Directors of the Company its subsidiaries published financial statements or other SEC Documents. (Ae) all known significant deficiencies and material weaknesses in the design or operation of The Company’s “internal control over financial reporting which are reasonably likely reporting” (as defined in Rule 13a-15(f) under the Exchange Act and 15d-15(f) of the Exchange Act) is sufficient to adversely affect in any material respect provide reasonable assurance (A) regarding the reliability of the Company’s ability to recordfinancial reporting and the preparation of financial statements for external purposes in accordance with GAAP, process, summarize and report its consolidated financial information and (B) any fraudthat transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, whether (C) that receipts and expenditures of the Company are made only in accordance with the authorizations of management and directors of the Company, and (D) regarding prevention or not materialtimely detection of unauthorized acquisition, that involves management use or other employees who have a significant role in disposition of the Company’s internal controls over assets that could have a material effect on the Company’s financial reporting. statements. (f) The Company and its consolidated Subsidiaries have established and maintain Company’s “disclosure controls and procedures” (as such term is defined in Rules Rule 13a-15(e) and 15d-15(e) under the Exchange Act and Rule 15d-15(e) of the Exchange Act); such disclosures controls and procedures ) are reasonably designed to ensure that (A) 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 rules and forms of the SEC and (B) all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. (g) Since January 1, 2004, neither the Company nor any of its Subsidiaries nor, to Company’s knowledge, any director, officer, employee, auditor or accountant of the Company or any of its Subsidiaries has received written notice of any material information relating complaint, allegation, or claim regarding improper, wrongful or fraudulent accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls or any material inaccuracy in the Company’s financial statements that was investigated by the Company Board or a committee thereof or reported to the Company’s independent public accountants. Since January 1, 2004 no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Company Board or any committee thereof evidence of a material violation of securities laws, breach of fiduciary duty or a material violation of applicable Law by the Company or any of its officers, directors, employees or agents, acting in the course of performance of their duties on behalf of the Company, that would, or would be reasonably likely to, result in a material liability to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entitiesSubsidiaries, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Acttaken as a whole.

SEC Documents. (i) The Reporting Company has made available to Parent (including, for purposes of compliance with this representation, pursuant hereby makes reference to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement following documents filed by the Company with the United States Securities and Exchange Commission (the “SEC”) since February 15), 2005 and prior to as posted on the date of this Agreement SEC’s website, ▇▇▇.▇▇▇.▇▇▇: (the “Company SEC Documents” and, together with the Subsidiary SEC Documentscollectively, the “SEC Documents”)): (a) Registration Statement on Form 10-SB as filed on April 12, which are 2001, and all amendments thereto; (b) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005, 2004, 2003, 2002, and 2001 and any amendments thereto; (c) Quarterly Reports on Form 10-QSB for the periods ended (i) March 31, 2006, 2005, 2004, 2003, 2002, and 2001 (ii) June 30, 2005, 2004, 2003, 2002, 2001, (iii) September 30, 2005, 2004, 2003, 2002, 2001, and any amendments thereto; and (d) Current Reports on Form 8-K filed in 2001 through the date of Closing. The SEC Documents constitute all of the documents (other than preliminary material) and reports that the Reporting Company was required to file with the SEC since February 15, 2005 and prior pursuant to the date Securities Exchange Act of this Agreement1934 (“Exchange Act”) and the rules and regulations promulgated thereunder by the SEC since the effectiveness of the Reporting Company’s Form 10-SB. As of their respective dates, each of the Company SEC Documents, as amended, Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or and/or the Exchange Act, as the case may berequire, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) . The consolidated financial statements of the Reporting Company included in the Company SEC Documents, including all notes and schedules thereto, complied Documents comply as to form in all material respects, when filed or if amended prior to respects with applicable accounting requirements and the date of this Agreement, as of the date of such amendment, with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) 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 Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements the financial position of GAAP the Reporting Company as of the dates thereof and its consolidated statements of operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments) adjustments which were and are not expected to have a material adverse effect on the Reporting Company, its business, financial position condition or results of operations). Except as and to the extent set forth on the consolidated balance sheet of the Reporting Company and its consolidated Subsidiaries as of their respective dates and December 31, 2005, including the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreementnotes thereto, the Reporting Company has disclosedno liability or obligation of any nature (whether accrued, based on its most recent evaluationabsolute, to the Company’s auditors contingent or otherwise and the audit committee of the Board of Directors of the Company (A) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and (B) 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 and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Actreflected on a balance sheet or not).

SEC Documents. (i) The Company has made available to Parent (including, for purposes of compliance with this representation, pursuant to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the “"SEC”") since February 15(the "Company SEC Documents"). The Company SEC Documents, 2005 including all forms, reports and documents filed by the Company with the SEC after the date hereof and prior to the date of this Agreement Effective Time, (the “Company SEC Documents” i) were and, together with in the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreement. As of their respective dates, each case of the Company SEC DocumentsDocuments filed after the date hereof, as amendedwill be, complied as to form prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (the “"Securities Act”"), or the Exchange Act and the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgat▇▇ ▇▇▇▇▇▇▇▇▇▇, or any successor statute, rules or regulations thereto (the "Sarbanes-Oxley Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documentsregula▇▇▇▇▇ ▇▇▇▇▇▇▇▇er, and none of (ii) did not at the Company SEC Documents contained, when time they were filed or, (if amended or superseded by a filing prior to the date of this Agreement, as of then on the date of such amendment with respect to those disclosures that filing), and in the case of such forms, reports and documents filed by the Company after the date of this Agreement, will not as of the time they are amendedfiled, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were and will be made, not misleading. Except as set forth in Schedule 3.1(d) of the Company Disclosure Letter, none of the Subsidiaries of the Company is required to file any forms, reports, schedules, statements or other documents with the SEC. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (ii) The Each of the consolidated financial statements of the Company included contained in the Company SEC Documents, Documents (including in each case all notes and schedules thereto), complied in all material respects, when including any Company SEC Documents filed or if amended prior to after the date of this Agreement, complied or will comply, as of the date of such amendmentits respective date, in all material respects with all applicable accounting requirements and the rules and regulations of the SEC with respect thereto, were was or will be prepared in accordance with accounting principles generally accepted accounting principles in the United States (“"GAAP”") 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 Rule 10-01 of Regulation S-X of the SEC) and fairly presented or will fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of the Company and its consolidated Subsidiaries for the periods presented therein, except that any unaudited interim financial statements do not include all of the information and notes required by GAAP for complete financial statements and are subject to normal and recurring year-end adjustments. (iii) As The chief executive officer and chief financial officer of the date Company have made all certifications required by Sections 302 and 906 of this Agreementthe Sarbanes-Oxley Act, and statements contained in such certificates ▇▇▇ ▇▇▇▇▇▇▇▇ ▇nd correct, and the Company is otherwise in material compliance with all applicable provisions of the Sarbanes-Oxley Act. (iv) The Company has discloseddisclos▇▇, based on its ▇▇▇▇▇ ▇▇ ▇ts most recent evaluation, to the Company’s 's auditors and the audit committee of the Board of Directors of the Company (Ai) all known any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting reporting, which are reasonably likely to adversely affect in any material respect the Company’s 's ability to record, process, summarize and report its consolidated financial information and and; (Bii) any fraudfraud known to management, whether or not material, material that involves involved management or other employees who have a significant role in the Company’s 's internal controls over financial reporting. As of the date hereof, the Company has not received any complaint or allegation in writing since January 1, 2005, regarding accounting, internal accounting controls, or auditing matters, including any such complaint regarding improper accounting or auditing matters. The Company and its consolidated Subsidiaries have established and maintain “disclosure controls and procedures” (procedures as such term is defined in Rules 13a-15(e) and 15d-15(eRule13a-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information relating to the Company and its consolidated Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s principal executive officer 's and its principal financial officer by others within those entities, particularly during consolidated Subsidiaries' filings with the periods in which the periodic reports required under the Exchange Act are being preparedSEC and other public disclosure documents; and, as of the date hereof, to the knowledge of the Company the Company has not identified any material weaknesses in the design or operation of internal control over financial reporting. As of the date of this Agreement, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal there is no reason to believe that its chief executive officer and its principal chief financial officer will not be able to material information give the certifications and attestations required pursuant to be included in the Company’s periodic reports required under rules and regulations adopted pursuant to Section 302 of the Exchange ActSarbanes-Oxley Act when next due.

SEC Documents. (ia) The Since January 1, 2017, the Company has made available to Parent (including, for purposes of compliance filed with this representation, pursuant or furnished to the SEC’s “▇▇▇▇▇” system) a true and complete copy of each reportSEC all forms, statementreports, scheduleschedules, prospectusstatements, prospectuses, registration statement and statements, definitive proxy statement statements and other documents (collectively, including all exhibits thereto and information incorporated by reference therein, the “Company SEC Documents”) required to be filed by the Company with or furnished by the Securities and Exchange Commission (the “SEC”) since February 15, 2005 and prior Company to the date of this Agreement (the “Company SEC Documents” and, together with the Subsidiary SEC Documents, the “SEC Documents”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since February 15, 2005 and prior to the date of this Agreementin a timely manner. As of their respective dates, each filing dates (and as of the date of any amendment or supplement thereto), (i) each Company SEC Documents, as amended, Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended (the “Securities Act”), or the Exchange Act2002, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder and the applicable requirements of NASDAQ, in each case, applicable to such Company SEC Documents, and none of and, (ii) except to the extent that information contained in such Company SEC Documents containedhas been revised, when filed oramended, if amended modified, or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, as of the date of such amendment with respect Company SEC Documents when filed or furnished pursuant to those disclosures that are amended, the Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (iib) The Company has established, has maintained and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information (both financial statements and non-financial) 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 rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company included in to make the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior certifications required under the Exchange Act with respect to the date such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (c) The Company has established, has maintained and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act): (i) designed to provide reasonable assurance regarding the reliability of the date Company’s financial reporting and the preparation of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared Company financial statements for external purposes in accordance with generally accepted accounting principles GAAP; (ii) that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the United States transactions and dispositions of the assets of the Company; (“iii) that provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP”, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (iv) applied that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on a consistent basis during the periods involved financial statements. (except as may be indicated in the notes thereto ord) The Company is, and since January 1, 2017 has been, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present compliance in all material respects in accordance with applicable all current listing and corporate governance requirements of GAAP (subjectNASDAQ, and is, and since January 1, 2017 has been, in the case compliance in all material respects with all rules, regulations and requirements of the unaudited statements, S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC. There are no outstanding loans or other extension of credit made by the Company to normal year-end audit adjustmentsany executive officer (as defined in Rule 3b-7 under the Exchange Act) the financial position or director of the Company and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Company. Since January 1, 2017, neither the Company and its consolidated Subsidiaries for the periods presented therein. (iii) As of the date of this Agreement, the Company has disclosed, based on its most recent evaluationnor, to the knowledge of the Company, the Company’s auditors and the audit committee independent registered public accounting firm has identified or been made aware of the Board of Directors of the Company (Ai) all known significant any material deficiencies and material or weaknesses in the design or operation of internal control over financial reporting which controls that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report its consolidated financial information and information, (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls or (iii) any claim or allegation regarding any of the foregoing. (e) The Company is not a party to, nor does it have any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements (as defined in Item 303(a) of Regulation S-K under the Securities Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s internal controls over published financial reporting. statements or other Company SEC Documents. (f) The Company has made available to Parent accurate and its consolidated Subsidiaries have established complete copies of all material correspondence since January 1, 2017 through the date hereof between the SEC, on the one hand, and maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosures controls and procedures are reasonably designed to ensure that material information Company, on the other hand, including comment letters from the staff of the SEC relating to the Company SEC Documents containing unresolved comments and its consolidated Subsidiaries is made known to all written responses of the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to Company thereto. To the knowledge of the Company, such disclosure controls and procedures as of the date hereof, no Company SEC Document is the subject of ongoing review, comment or investigation by the SEC. As of the date hereof, there are effective no outstanding or unresolved comments in timely alerting comment letters received from the Company’s principal executive officer and its principal financial officer SEC staff with respect to material information required to be included in the Company’s periodic reports required under the Exchange Actany Company SEC Document.