Common use of SEC Filings; Financial Statements; Undisclosed Liabilities Clause in Contracts

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2016 (the "Purchaser SEC Documents"). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Sxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or otherwise furnished to, as applicable, the SEC all registration statements, prospectusesmaterial forms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) since January 1February 28, 2016 (the "Purchaser “Company Applicable Date”) (all such forms, reports, statements, certificates and other documents filed or furnished since the Company Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Documents"Reports”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing (andprior to the date of this Agreement, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser Company SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange ActAct and the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”), as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the Company SEC Reports so filed contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent that the information in such Company SEC Reports has been amended or superseded by a later Company SEC Report filed prior to the date of this Agreement. Since the Company Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. None of the Purchaser Company’s subsidiaries is as of the date hereof, or has been since the Company Applicable Date, subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC Documents is received since the subject Company Applicable Date and prior to the date hereof relating to the Company SEC Reports and all written responses of ongoing SEC review the Company thereto prior to the date hereof, other than with respect to requests for confidential treatment or outstanding SEC investigation and which are otherwise publicly available on XXXXX. To the knowledge of the Company, there are no outstanding or unresolved comments in comment letters received prior to the date hereof from the SEC staff with respect to any Company SEC Reports and none of the Purchaser Company SEC Documents. None Reports is the subject of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SECongoing SEC review.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or furnished to, as applicable, the SEC made all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) filings required to be filed or furnished by it made under the Exchange Act with the SEC since January 1December 31, 2016 1996 (the "Purchaser SEC DocumentsFilings"). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents Filings 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, and as the Sxxxxxxx-Xxxxx Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Purchaser SEC Documents. None of Filings, and the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained Filings 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 The financial statements set forth in the SEC Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Purchaser SEC Documents is promulgated under the subject Securities Act or the Exchange Act, as the case may be, and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes to such financial statements) and fairly present in all material respects the consolidated financial position of ongoing SEC review or outstanding SEC investigation the Company and there are no outstanding or unresolved comments received from its subsidiaries at the SEC with respect respective dates thereof and the consolidated results of operations and cash flows for the respective periods then ended (subject, in the case of unaudited interim financial statements, to exceptions permitted by Form 10-Q under the Exchange Act and to normal year-end adjustments). As of March 31, 1997, neither the Company nor any of its subsidiaries had, and since such date neither the Purchaser SEC Documents. None Company nor any of Purchaser’s its subsidiaries is has incurred, any liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due that are required to file be recorded or furnish any formsreflected on a consolidated balance sheet of the Company under generally accepted accounting principles, reports, except as reflected or other documents with reserved against or disclosed in the SECfinancial statements of the Company included in the Filed SEC Filings (as defined in Section 4.9) or as otherwise disclosed to Parent on or prior to the date hereof.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or otherwise furnished to, as applicable, the SEC all registration statements, prospectusesmaterial forms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished by it with the SEC since January 1, 2016 U.S. Securities and Exchange Commission (the "Purchaser “SEC”) since March 3, 2012 (the “Applicable Date”) (all such forms, reports, statements, certificates and other documents filed or furnished since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “SEC Documents"Reports”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing (andprior to the date of this Agreement, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange ActAct and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the SEC Reports so filed contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. None of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of PurchaserCompany’s subsidiaries is required to file or furnish any forms, reportsas of the date hereof, or other documents with has been since the SECApplicable Date, subject to the reporting requirements of Section 13 or 15(b) of the Exchange Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments, schedules and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2016 2019 (the "Purchaser “Applicable Date”) (all such forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments, schedules and supplements thereto, collectively, the “SEC Documents"Reports”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective SEC filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing (andprior to the date of this Agreement, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange ActAct and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the SEC Reports so filed contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None , except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement; provided, however, that no representation is made as to the Purchaser SEC Documents is accuracy of any financial projections or forward-looking statements or the subject completeness of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from any information furnished by the Company to the SEC solely for purposes of complying with respect to any of Regulation FD under the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SECExchange Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2016 2017 (the "“Purchaser SEC Documents"”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Sxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the Knowledge of Purchaser, none of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser Each of the Company, Public Service Company of New Mexico (“PNM”), Texas-New Mexico Power Company (“TNMP”) and each other subsidiary of the Company (if any) required to make such filings has filed or furnished, on a timely filed with or furnished tobasis, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, formsstatements (including definitive proxy statements), statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished by it the Company, PNM, TNMP or such other subsidiary, as applicable, with the U.S. Securities and Exchange Commission (the “SEC”) since the Applicable Date through the date hereof (all such forms, reports, schedules, statements, and other documents filed or furnished with the SEC since January 1the Applicable Date, 2016 (including those filed or furnished after the "Purchaser date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Documents"Reports”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing (andprior to the date of this Agreement, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser Company SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing), none of the Company SEC Reports so filed contained (taking into account all amendments and supplements thereto filed prior to the date hereof) any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None ; provided, however, that no representation is made as to the accuracy of the Purchaser SEC Documents is the subject of ongoing SEC review any financial projections or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SECforward looking statements.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or otherwise transmitted or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the "SEC") since January 1, 2016 2014 (the "Purchaser Applicable Date") through the date hereof (all such forms, reports, statements, certificates and other documents filed since the Applicable Date, including those filed after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the "SEC DocumentsReports"). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing (andprior to the date of this Agreement, in the case of registration statements and proxy statementsSEC Reports complied, on or if filed after the dates of effectiveness and the dates of the relevant meetingsdate hereof will comply, respectively), each of the Purchaser SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Sarbanes Oxley Act"), as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the SEC Reports so filed contained, when filed, 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 or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None , except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SECthis Agreement.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser Except as set forth on Schedule 4.8, tThe Company has timely filed with or furnished to, as applicable, the SEC made all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) filings required to be filed or furnished by it made under the Exchange Act and the Securities Act with the SEC since January 1December 31, 2016 1995 (the "Purchaser SEC DocumentsFilings"). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective filing dates ordates, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents Filings complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act, and as the Sxxxxxxx-Xxxxx Actcase may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Purchaser SEC Documents. None of Filings, and the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained Filings 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 Except as set forth on Schedule 4.8, the financial statements set forth in the SEC Filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Purchaser SEC Documents is promulgated under the subject Securities Act or the Exchange Act, as the case may be, and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes to such financial statements) and fairly present in all material respects the consolidated financial position of ongoing SEC review the Company and its Subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows for the respective periods then ended (subject, in the case of unaudited interim financial statements, to exceptions permitted by Form 10-Q under the Exchange Act and to normal year-end adjustments). As of August 30, 1997, neither the Company nor any of its Subsidiaries had, and since such date neither the Company nor any of its Subsidiaries has incurred, any liabilities of any nature, whether accrued, absolute, contingent or outstanding SEC investigation and there otherwise, whether due or to become due that are no outstanding required to be recorded or unresolved comments received from reflected on a consolidated balance sheet of the Company under generally accepted accounting principles, except (i) liabilities that have arisen since August 31, 1997 in the ordinary course of business, (ii) liabilities that are reflected or reserved against or disclosed in the financial statements of the Company included in the SEC with respect Filings, (iii) liabilities that would not, individually or in the aggregate, have a Company Material Adverse Effect or (iv) as otherwise disclosed to any of LLC in writing on or prior to the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SECdate hereof.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has filed or furnished, on a timely filed with or furnished tobasis, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed by it with, or furnished by it with to, the SEC since January 1, 2016 U.S. Securities and Exchange Commission (the "Purchaser “SEC”) since the Applicable Date (all such forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “SEC Documents"Reports”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective SEC filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing (andprior to the date of this Agreement, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933 (the “Securities Act”), the Exchange ActAct and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the SEC Reports so filed contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference 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 the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. None As of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and date hereof, (i) there are no material outstanding or unresolved comments in comment letters received from the SEC with respect to any or its staff and (ii) none of the Purchaser SEC Documents. None subsidiaries of Purchaser’s subsidiaries the Company is required subject to file the reporting requirements of Section 13a or furnish any forms, reports, or other documents with 15d of the SECExchange Act since the Applicable Date.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or otherwise transmitted or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2016 2014 (the "Purchaser “Applicable Date”) through the date hereof (all such forms, reports, statements, certificates and other documents filed since the Applicable Date, including those filed after the date hereof and including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “SEC Documents"Reports”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing (andprior to the date of this Agreement, in the case of registration statements and proxy statementsSEC Reports complied, on or if filed after the dates of effectiveness and the dates of the relevant meetingsdate hereof will comply, respectively), each of the Purchaser SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the SEC Reports so filed contained, when filed, 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 or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None , except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SECthis Agreement.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or furnished tofurnished, as applicable, the SEC all material forms, reports, statements, registration statements, prospectuses, reports, schedules, forms, statements, schedules and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) required to be filed or furnished furnished, as applicable, by it with the SEC under the Securities Act or the Exchange Act since January 128, 2016 (the "Purchaser SEC Documents"). True2021, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment Company’s initial public offering (as amended or superseding filing supplemented from time to time, collectively, the “SEC Reports”). The SEC Reports (and, in the case i) as of registration statements and proxy statements, on the their respective dates of effectiveness and the dates of the relevant meetingsfiling, respectively)complied or, each of the Purchaser SEC Documents complied if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and as applicable, and, in each case, the rules and regulations of promulgated thereunder, and (ii) except to the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if extent amended or superseded by a subsequent filing prior to filing, did not, at the date hereoftime they were filed, or, if amended, as of such amendment (or with respect to the SEC Reports filed after the date of the last such amendment or superseding filingthis Agreement, will not), contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None No Company Subsidiary is subject to the periodic reporting requirements of the Purchaser Exchange Act (other than in its capacity as a Company Subsidiary). As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC Documents staff with respect to any of the SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding investigations. No Company Subsidiary is subject to the reporting requirements of Section 13(a) or unresolved comments received from the SEC with respect to any 15(d) of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SECExchange Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has filed on a timely filed with basis or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by it with the SEC since January 1, 2016 U.S. Securities and Exchange Commission (the "Purchaser “SEC”) since the Applicable Date through the date hereof (all such forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “SEC Documents"Reports”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective SEC filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, (and, in i) the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange ActAct and SOX, as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder and other applicable law, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the SEC Reports so filed contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference 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 the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. None of the Purchaser SEC Documents Company’s Subsidiaries is currently required to file periodic reports with the subject SEC. As of ongoing SEC review or outstanding SEC investigation and the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents reports filed by the Company with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser SEC Filings. Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2016 for the two years preceding the date hereof and up to and including the Closing Date (the "Purchaser “Parent SEC Documents"”). True, correct, and complete copies of all the Purchaser Parent SEC Documents are publicly available on EXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Sxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Purchaser Parent SEC Documents. None of the Purchaser Parent SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the Knowledge of Parent, none of the Purchaser Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser Parent SEC Documents. None of PurchaserParent’s subsidiaries Subsidiaries is required to file or furnish any forms, reports, or other documents with the SECSEC and neither Parent nor any of its Subsidiaries is required to file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime of a non-United States Governmental Authority.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser SEC Filings. Aytu has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2016 2017 (the "Purchaser Aytu SEC Documents"). True, correct, and complete copies of all the Purchaser Aytu SEC Documents are publicly available on EXXXXXXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser Aytu SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the SxxxxxxxXxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Purchaser Aytu SEC Documents. None of the Purchaser Aytu SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the Knowledge of Aytu, none of the Purchaser Aytu SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser Aytu SEC Documents. None of Purchaser’s subsidiaries Aytu's Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2016 2019 (the "Purchaser “Applicable Date”) through the date hereof (all such forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Company SEC Documents"Reports”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective SEC filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing (andprior to the date of this Agreement, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser Company SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange ActAct and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the Company SEC Reports so filed contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference 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 the information in such Company SEC Reports has been amended or superseded by a later Company SEC Report filed prior to the date of this Agreement. None Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Purchaser SEC Documents is New York Stock Exchange. As of the subject date of ongoing SEC review or outstanding SEC investigation and this Agreement, there are no material outstanding or unresolved comments received in comment letters from the SEC staff with respect to any of the Purchaser Company SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SECReports.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2016 2017 (the "“Purchaser SEC Documents"”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXXXXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the SxxxxxxxXxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the Knowledge of Purchaser, none of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2016 its initial public offering (the "“Purchaser SEC Documents"”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Sxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the Knowledge of Purchaser, none of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2016 2018 (the "Purchaser “Applicable Date”) through the date hereof (all such forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “SEC Documents"Reports”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective SEC filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing (andprior to the date of this Agreement, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange ActAct and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the SEC Reports so filed contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference 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 the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. None Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Purchaser SEC Documents is New York Stock Exchange. As of the subject of ongoing SEC review or outstanding SEC investigation and date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Purchaser SEC DocumentsReports. None of Purchaserthe Company’s subsidiaries is required to file or furnish any forms, reports, or other documents periodic reports with the SECSEC pursuant to the Exchange Act.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or furnished to, as applicable, the SEC on a timely basis all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by it with the SEC since January 1, 2016 U.S. Securities and Exchange Commission (the "Purchaser “SEC”) since September 27, 2013 (the “Applicable Date”) through the date hereof (all such forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “SEC Documents"Reports”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective SEC filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, (and, in i) the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents Reports complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the rules and regulations promulgated thereunder, as the case may be, applicable to such SEC Reports and (ii) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, and the SxxxxxxxXxxxxxxx-Xxxxx ActAct of 2002 and other applicable Law, and each as in effect on the rules and regulations date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the SEC Reports contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference 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 the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. None As of the Purchaser date hereof, there are no material outstanding or unresolved comments in comment letters received from the SEC Documents or its staff. As of the date hereof, there has been no material correspondence between the SEC and the Company since the Applicable Date that is not set forth in the SEC Reports or that has not otherwise been disclosed to Parent prior to the date hereof. As of the date hereof, the Company has not received written notice that any of the SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any review. No subsidiary of the Purchaser SEC Documents. None Company is subject to the periodic reporting requirements of Purchaser’s subsidiaries the Exchange Act or is otherwise required to file or furnish any periodic forms, reports, schedules, statements or other documents with the SEC. Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2016 (the "“Purchaser SEC Documents"”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Sxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by it with the SEC since January 1the Applicable Date through the date hereof (all such forms, 2016 (reports, statements, certificates and other documents filed since the "Purchaser Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “Parent SEC Documents"Reports”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective SEC filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing (andprior to the date of this Agreement, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser Parent SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange ActAct and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the Parent SEC Reports so filed contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference 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 the information in such Parent SEC Reports has been amended or superseded by a later Parent SEC Report filed prior to the date of this Agreement. None Since the Applicable Date, Parent has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. As of the Purchaser SEC Documents is the subject date of ongoing SEC review or outstanding SEC investigation and this Agreement, there are no material outstanding or unresolved comments received in comment letters from the SEC staff with respect to any of the Purchaser Parent SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SECReports.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2016 2017 (the "Purchaser “Applicable Date”) through the date hereof (all such forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “SEC Documents"Reports”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective SEC filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing (andprior to the date of this Agreement, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange ActAct and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the SEC Reports so filed contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference 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 the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. None Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Purchaser SEC Documents is New York Stock Exchange. As of the subject of ongoing SEC review or outstanding SEC investigation and date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Purchaser SEC DocumentsReports. None of Purchaserthe Company’s subsidiaries is required to file or furnish any forms, reports, or other documents periodic reports with the SEC.SEC pursuant to the Exchange Act. Table of Contents

SEC Filings; Financial Statements; Undisclosed Liabilities. (as) Purchaser SEC Filings. Gopher has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2016 2017, provided however, no representation is made with respect to the filing of Current Reports on form 8-K. (the "Purchaser Gopher SEC Documents"). True, correct, and complete copies of all the Purchaser Gopher SEC Documents are publicly available on EXXXXXXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser filed Gopher SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the SxxxxxxxXxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Purchaser Gopher SEC Documents. None of the Purchaser Gopher SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the Knowledge of Gopher, none of the Purchaser Gopher SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser Gopher SEC Documents. None of Purchaser’s subsidiaries Gopher's Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or furnished tofurnished, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, schedules and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1the Applicable Date (as amended and supplemented from time to time, 2016 (collectively, the "Purchaser “SEC Documents"Reports”). True, correct, and complete copies of all the Purchaser The SEC Documents are publicly available on EXXXX. As Reports (i) as of their respective filing dates dates, or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (andamendment, were prepared and complied with, in the each case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents complied as to form in all material respects respects, in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) and, and in each case, the rules and regulations of the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documentspromulgated thereunder, including any financial statementsand (ii) did not, schedules, or exhibits included or incorporated by reference therein at the time they were filed (filed, or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing)amendment, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the Purchaser SEC Documents Subsidiaries of the Company is subject to the subject reporting requirements of ongoing SEC review Section 13(a) or outstanding SEC investigation 15(d) of the Exchange Act. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the listing and corporate governance rules and regulations of Nasdaq. As of the date hereof, there are no outstanding or unresolved comments received from the SEC with respect to any the SEC Reports, and to the Knowledge of the Purchaser Company, none of the SEC Documents. None Reports is the subject of Purchaser’s subsidiaries is required to file ongoing SEC review, outstanding SEC comment or furnish any forms, reports, outstanding SEC investigation or other documents with governmental investigation regarding the SECaccounting practices of the Company.

SEC Filings; Financial Statements; Undisclosed Liabilities. (af) Purchaser SEC Filings. Mobiquity has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2016 2017, provided however, no representation is made with respect to the filing of Current Reports on form 8-K. (the "Purchaser Mobiquity SEC Documents"). True, correct, and complete copies of all the Purchaser Mobiquity SEC Documents are publicly available on EXXXXXXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser filed Mobiquity SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the SxxxxxxxXxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Purchaser Mobiquity SEC Documents. None of the Purchaser Mobiquity SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the Knowledge of Mobiquity, none of the Purchaser Mobiquity SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser Mobiquity SEC Documents. None of Purchaser’s subsidiaries Mobiquity's Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser XXXX has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 124, 2016 2023 (the "Purchaser “XXXX SEC Documents"”). True, correct, True and complete copies of all the Purchaser XXXX SEC Documents are publicly available on EXXXXXXXXX, other than any correspondences to the SEC, to the extent such filings are not publicly available as of the date hereof. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser XXXX SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act, and the SxxxxxxxXxxxxxxx-Xxxxx ActAct of 2002, and the rules and regulations of the SEC thereunder applicable to such Purchaser XXXX SEC Documents. None of the Purchaser XXXX SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the Knowledge of XXXX, none of the Purchaser XXXX SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser XXXX SEC Documents. None of Purchaser’s XXXX’x subsidiaries is required to file or furnish any forms, reports, or other documents with the SECSEC and neither XXXX nor any of its subsidiaries is required to file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime of a non-United States Authority.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or furnished to, as applicable, the SEC on a timely basis all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by it with the SEC since January 1, 2016 U.S. Securities and Exchange Commission (the "Purchaser SEC") since the Applicable Date through the date hereof (all such registration statements, forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the "SEC DocumentsReports"). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act (as defined below)) and as of their respective SEC filing dates (in the case of all other SEC Reports), or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, the SEC Reports (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 ("SOX"), as the case may be, and the applicable rules and regulations promulgated thereunder and (ii) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, SOX and other applicable Law, each as in effect on the Sxxxxxxx-Xxxxx Act, and the rules and regulations date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the SEC Reports contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference 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 the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. There are no outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and the Company since the Applicable Date that is not set forth in the SEC Reports or that has not otherwise been disclosed to BidCo prior to the date hereof. None of the Purchaser SEC Documents Reports is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding inquiries or unresolved comments received from inspections by the SEC with respect to any regarding the accounting practices of the Purchaser SEC DocumentsCompany. None No subsidiary of Purchaser’s subsidiaries the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file or furnish any periodic forms, reports, schedules, statements or other documents with the SEC. Since the Applicable Date, subject to any applicable grace period, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or otherwise transmitted or furnished to, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 2016 2013 (the "Purchaser SEC Documents"). True“Applicable Date”) (all such forms, correctreports, statements, certificates and other documents filed since the Applicable Date, and complete copies of those filed or furnished subsequent to the date hereof, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the Purchaser “SEC Documents are publicly available on EXXXXReports”). As of their respective filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing (andprior to the date of this Agreement, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents Reports complied as to form or will comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”), as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the SEC Reports so filed contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent that the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. None Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SECNew York Stock Exchange.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has timely filed with or furnished to, as applicable, the SEC on a timely basis all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments, schedules and supplements thereto) in each case required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2016 2022 (the "Purchaser “Applicable Date”) (all such forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments, schedules and supplements thereto, collectively, the “SEC Documents"Reports”). True, correct, and complete copies No subsidiary of all the Purchaser Company is required to file any SEC Documents are publicly available on EXXXXReport. As of their respective SEC filing dates dates, or, if amended or superseded by a subsequent filing prior to the date hereoffiling, as of the date of the last such amendment or superseding filing (andfiling, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange ActAct and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofamended, as of the date of the last such amendment or superseding filingamendment), contained none of the SEC Reports so filed contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference 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 the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. None Since the Applicable Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation NASDAQ Global Market and there are no outstanding or unresolved comments received has not, from the SEC Applicable Date to the date hereof, received any notice from Nasdaq asserting any material noncompliance with respect to any of the Purchaser SEC Documents. None of Purchaser’s subsidiaries is required to file or furnish any forms, reports, or other documents with the SECsuch rules and regulations.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser SEC Filings. Aytu has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2016 2017 (the "Purchaser Aytu SEC Documents"). True, correct, and complete copies of all the Purchaser Aytu SEC Documents are publicly available on EXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser Aytu SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Sxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Purchaser Aytu SEC Documents. None of the Purchaser Aytu SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None To the Knowledge of Aytu, none of the Purchaser Aytu SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser Aytu SEC Documents. None of Purchaser’s subsidiaries Aytu's Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) Purchaser The Company has filed or furnished, on a timely filed with or furnished tobasis, as applicable, the SEC all registration statements, prospectusesforms, reports, schedules, forms, statements, certifications and other documents (including all exhibits and all other information incorporated by referencetherein, amendments and supplements thereto) in each case required to be filed or furnished by it with the SEC U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2016 2014 (the "Purchaser “Applicable Date”) (all such forms, reports, statements, certificates and other documents filed since the Applicable Date, including all exhibits and other information incorporated therein, amendments and supplements thereto, collectively, the “SEC Documents"Reports”). True, correct, and complete copies of all the Purchaser SEC Documents are publicly available on EXXXX. As of their respective SEC filing dates dates, or, if amended or superseded by a subsequent filing made prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filing (andprior to the date of this Agreement, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Purchaser SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange ActAct and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the Sxxxxxxx-Xxxxx Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing. As of the time of filing with the SEC thereunder applicable to such Purchaser SEC Documents. None of the Purchaser SEC Documents, including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereofof this Agreement, as of the date of the last such amendment or superseding filingamendment), contained none of the SEC Reports so filed contained, when filed, any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference 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 the information in such SEC Reports has been amended or superseded by a later SEC Report filed prior to the date of this Agreement. None As of the Purchaser SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and date hereof, (i) there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any or its staff and (ii) none of the Purchaser SEC Documentssubsidiaries of the Company is subject to the reporting requirements of Section 13a or 15d of the Exchange Act. None of Purchaser’s subsidiaries is required to file or furnish any formsSince the Applicable Date, reports, or other documents the Company has been in compliance in all material respects with the SECapplicable listing and corporate governance rules and regulations of the New York Stock Exchange.