Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Filings; Financial Statements. The Company (a) Since January 1, 2012, Parent has filed (or furnished) on a timely basis all reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by Parent (such documents and any such additional documents filed with (or furnished to) the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding SEC after the date hereof of this Agreement, the “Parent SEC Documents”). As of its filing (or such shorter period as the Company was required by law or regulation to file such materialfurnishing) (the foregoing materialsdate or, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports if amended prior to the expiration date of any such extensionthis Agreement, except for those filings made pursuant to Section 16 as of the Exchange Act. As date of their respective datesthe last amendment, each Parent SEC Document complied, or if filed (or furnished) subsequent to the SEC Reports complied date of this Agreement, will comply, as to form in all material respects with the requirements of the Securities Act and or the Exchange Act, as applicablethe case may be, and none the rules and regulations of the SEC Reportspromulgated thereunder applicable to such Parent SEC Document. As of its filing (or furnishing) date or, when filedif amended prior to the date of this Agreement, as of the date of such latest amendment, no Parent SEC Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement , and any amendment thereto no Parent SEC Document filed by with (or furnished to) the Company SEC pursuant to the Securities Exchange Act and the rules and regulations thereunder, as of subsequent to the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, this Agreement will contain any untrue statement of a material fact or omit to state any 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; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Filings; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Filings; Financial Statements. (a) The Company has filed or furnished (as required or permitted) all forms, reports, schedules, formsproxy statements, registration statements and other documents (including exhibits and other information incorporated therein) required to be filed by the Company with the SEC since January 1, 2003 (the “Company SEC Documents”). As of the time it became effective (with respect to filings made under the Securities Act) and as of the time it was filed with or furnished to the SEC (with respect to filings made under the Exchange Act and, with respect to proxy statements, at the time such proxy statement was mailed to stockholders of the Company) (or, with respect to filings made under the Exchange Act and the Exchange Act, including pursuant to Section 13(a) amended or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required superseded by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of any such extensionthis Agreement, except for those filings made pursuant to Section 16 then on the date of the Exchange Act. As filing or furnishing of their respective datessuch amendment or, with respect to an amendment to a proxy statement, on the date such amendment to the proxy statement was mailed to stockholders of the Company, if applicable): (i) each of the Company SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act and or the Exchange ActAct (as the case may be); and (ii) the Company SEC Documents did not (and with respect to Company SEC Documents filed after the date of this Agreement, as applicable, and none of the SEC Reports, when filed, contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed The Company has made available to Parent copies of all comment letters received by the Company pursuant from the SEC since January 1, 2003, and relating to the Securities Act and Company SEC Documents, together with all written responses of the rules and regulations thereunder, as Company thereto. As of the date of this Agreement, to the Company’s knowledge, there are no outstanding or unresolved comments in such statement or amendment became effective, complied in all material respects with comment letters received by the requirements Company from the SEC. As of the Securities Act and did notdate of this Agreement, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements knowledge of the Company included in none of the SEC Filings comply in all material respects with applicable accounting requirements and Documents is the rules and regulations subject of any ongoing review by the Commission with respect thereto as in effect at the time of filingSEC. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”)No Company Subsidiary is, except as may be otherwise specified in such financial or has ever been, required to file any reports, schedules, proxy statements, registration statements or other documents with the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsSEC.

SEC Filings; Financial Statements. The (a) Other than such documents that can be obtained on the SEC’s website at wxx.xxx.xxx, Parent has delivered or made available to the Company has filed accurate and complete copies of all registration statements, proxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, formsforms and other documents filed by Parent with the SEC since May 12, statements 2020 (the “Parent SEC Documents”). Since the date of the Company Balance Sheet, all material statements, reports, schedules, forms and other documents required to be have been filed by Parent or its officers with the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) have been so filed on a timely basis basis. As of the time it was filed with the SEC (or, if amended or has received superseded by a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of any this Agreement, then on the date of such extensionfiling), except for those filings made pursuant to Section 16 each of the Exchange Act. As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act and or the Exchange ActAct (as the case may be) and, as applicableof the time they were filed, and none of the Parent SEC Reports, when filed, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statementsa Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to normalthe Securities Act, immaterialas of the date such registration statement or amendment became effective, yearcontained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein not misleading); provided, however, that no representation is made as to the accuracy of any financial projections or forward-end audit adjustmentslooking statements or the completeness of any information furnished by Parent to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Sxxxxxxx-Xxxxx Act) relating to the Parent SEC Documents (collectively, the “Parent Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 4.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements. The Company (a) Except as set forth in Section 2.17 of the St. Jxxxxx Disclosure Schedules, St. Jxxxxx has filed all forms, reports, schedules, forms, statements and other documents required to be filed by it with the Company under the Securities Act and the Exchange ActSEC since January 1, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof 2004 (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act). As of their respective dates, the SEC Reports (i) complied in all material respects with the requirements of the Securities Act and or the Securities Exchange Act, as the case may be, and the rules and regulations promulgated thereunder applicable to such SEC Reports and, to the extent applicable, SOX, and none (ii) did not, at the time they were filed, or, if amended, as of the SEC Reportsdate of such amendment, when filed, 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 the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Report filed and publicly available prior to the date of this Agreement has been revised or superseded by a later filed SEC Report, none of the SEC Reports contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed St. Jxxxxx has made available to Old National copies of all comment letters received by St. Jxxxxx from the Company pursuant SEC since January 1, 2004 relating to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”)together with all written responses of St. Jxxxxx thereto. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements As of the Company included date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by St. Jxxxxx from the SEC. As of the date of this Agreement, to the knowledge of St. Jxxxxx none of the SEC Filings comply in all material respects with applicable accounting requirements and Reports is the rules and regulations subject of any ongoing review by the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsSEC.

SEC Filings; Financial Statements. (a) The Company has filed all reports, schedules, forms, statements reports and other documents required to be filed by with the Company under SEC, except to the Securities Act extent that failure to so file would not reasonably be expected to be material to an investor. Such filings are available to the Purchaser on the SEC Website. All required forms, reports and the Exchange Act, including pursuant documents are referred to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period herein collectively as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) . In addition, all exhibits to the Company SEC Reports are available on the SEC Website, except to the extent of Confidential Treatment Requests granted by the SEC. All documents required to be filed as exhibits to the Company SEC Reports have been so filed, and all material contracts that were filed as exhibits to the Company’s most recent Form 10-K filing are in full force and effect, except those which have expired in accordance with their terms or whose failure to be so would not reasonably be expected to have a timely basis or has received a valid extension of such time of filing Material Adverse Effect on the Company, and has filed the Company is not in default thereunder, except where any such SEC Reports prior default has not resulted in or would not reasonably be expected to result in a Material Adverse Effect on the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange ActCompany. As of their respective filing dates, the Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as applicablethe case may be, and none the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, when filedand (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, contained then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject provided the Purchaser with copies of all comment letters from the SEC relating to Rule 144(i) under any Company SEC Reports received subsequent to the Securities Act. The financial statements effective date of the Company included Company’s Registration Statement in the SEC Filings comply in all material respects connection with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsinitial public offering.

SEC Filings; Financial Statements. The Company has (a) Since January 1, 2017, Parent has, in all material respects, timely filed with or otherwise furnished (as applicable) to the SEC all registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements and other documents required to be filed or furnished by it with the Company SEC under the Securities Act and or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required case may be (such documents and any other documents filed or furnished by law Parent with the SEC since January 1, 2017, as have been supplemented, modified or regulation to file such material) (amended since the foregoing materialstime of filing, including the exhibits thereto and documents incorporated by reference thereincollectively, being collectively referred to herein as the “Parent SEC ReportsDocuments”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act). As of their respective datesfiling dates or, if supplemented, modified or amended prior to the date hereof, as of the date of the most recent supplement, modification or amendment, the Parent SEC Reports complied in all material respects Documents (i) did not (or, with respect to the requirements of Parent SEC Documents filed after the Securities Act and the Exchange Actdate hereof, as applicable, and none of the SEC Reports, when filed, contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (the registration statementsii) complied, amendments and prospectuses referred as of such date, as to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply form in all material respects with the applicable accounting requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto SEC thereunder and the listing and corporate governance rules and regulations of the NYSE, provided, however, in each case, that no representation is made as in effect at to the time accuracy of filing. Such any financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial projections or forward-looking statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required completeness of any information filed by GAAP, and fairly present in all material respects Parent to the financial position SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. None of the Company and its consolidated Parent Subsidiaries is required to file periodic reports with the SEC. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent or any Parent Subsidiary relating to the Parent SEC Documents. To the Knowledge of Parent, as of and for the dates thereof and date hereof, none of the results Parent SEC Documents is the subject of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsongoing SEC review or outstanding SEC investigation.

SEC Filings; Financial Statements. The Company has (a) Since January 1, 2016, Parent has, in all material respects, timely filed with or otherwise furnished (as applicable) to the SEC all registration statements, prospectuses, forms, reports, proxy statements, schedules, forms, statements and other documents required to be filed or furnished by it to the Company SEC under the Securities Act and or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required case may be (such documents and any other documents filed or furnished by law Parent with the SEC, as have been supplemented, modified or regulation to file such material) (amended since the foregoing materialstime of filing, including the exhibits thereto and documents incorporated by reference thereincollectively, being collectively referred to herein as the “Parent SEC ReportsDocuments”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act). As of their respective datesfiling dates or, if supplemented, modified or amended prior to the date hereof, as of the date of the most recent supplement, modification or amendment, the Parent SEC Reports complied in all material respects Documents (i) did not (or, with respect to the requirements of Parent SEC Documents filed after the Securities Act and the Exchange Actdate hereof, as applicable, and none of the SEC Reports, when filed, contained will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (the registration statements, amendments and prospectuses referred ii) complied as to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply form in all material respects with the applicable accounting requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the Commission with respect thereto as in effect at SEC applicable thereunder and the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto listing and except that unaudited financial statements may not contain all footnotes required by GAAP, corporate governance rules and fairly present in all material respects the financial position regulations of the Company and its consolidated NYSE. None of the Parent Subsidiaries is required to file periodic reports with the SEC. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent or any Parent Subsidiary relating to the Parent SEC Documents. To the Knowledge of Parent, as of and for the dates thereof and date hereof, none of the results Parent SEC Documents is the subject of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsongoing SEC review or outstanding SEC investigation.

SEC Filings; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, on a timely basis all reports, schedules, forms, statements statements, certifications, reports and other documents required to be filed or furnished by it with the Company SEC under the Exchange Act or the Securities Act since January 16, 2018 (the forms, statements, reports and documents filed or furnished since January 16, 2018 and those filed or furnished subsequent to the Exchange Actdate of this Agreement, including pursuant to Section 13(a) or 15(d) thereofany amendments thereto, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Company SEC Reports”) on a timely basis or has received a valid extension ). Each of such the Company SEC Reports, at the time of its filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as applicable, and none of any rules and regulations promulgated thereunder applicable to the Company SEC Reports, when filedor, contained if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. Each registration statement , and any amendment thereto Company SEC Reports filed by or furnished with the Company pursuant SEC subsequent to the Securities Act and the rules and regulations thereunder, as date of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, this Agreement will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to . As used in this sentence, together with the SEC ReportsSection 3.10(a), the term “SEC Filings”). The Company has never been an issuer subject file” and variations thereof shall be broadly construed to Rule 144(i) under include any manner in which a document or information is furnished, supplied or otherwise made available to the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsSEC.

SEC Filings; Financial Statements. The Since September 1, 2008, the Company has filed with or otherwise furnished to (as applicable) the SEC all reportsregistration statements, schedulesprospectuses, forms, statements reports, definitive proxy statements, schedules and other documents required to be filed or furnished by the Company it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof Act (or such shorter period as documents and any other documents filed by the Company was required by law with the SEC, as supplemented, modified or regulation to file such material) (amended since the foregoing materialstime of filing and including all schedules, including the exhibits thereto and documents other information incorporated by reference therein, being collectively are referred to herein collectively as the “Company SEC ReportsDocuments”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act). As of their respective datesfiling dates or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the Company SEC Reports complied in all material respects with Documents: (a) did not at the requirements of the Securities Act and the Exchange Act, as applicabletime each such document was filed contain, and none in the case of filings made after the SEC Reportsdate hereof, when filedwill not contain, contained any untrue statement of a material fact or omitted omit, and in the case of filings made after the date hereof, will not omit, to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied, and in the case of filings made after the date hereof, will comply, in each case in all material respects, with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, as in effect on the date each such document was filed. None of the Company Subsidiaries is currently required to file any forms, registration statements, amendments and prospectuses referred to in this sentenceprospectuses, together reports or other documents with the SEC Reports, the “SEC Filings”)by Law or by Contract. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included and the consolidated Company Subsidiaries, including the related notes and schedules included, or incorporated by reference, in the Company SEC Filings comply Documents (collectively, the “Company Financial Statements”): (i) complied or, in the case of Company Financial Statements filed after the date hereof, will comply, as of their respective dates of filing, in each case in all material respects respects, with the then applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements thereto, (ii) have been prepared or, in the case of Company Financial Statements filed after the date hereof, will be prepared in accordance with GAAP (as in effect in the United States generally accepted accounting principles on the date of such Company Financial Statement) applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited interim financial statements, to normal, immaterial, for normal and recurring year-end audit adjustmentsadjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), and (iii) fairly present, or, in the case of Company Financial Statements filed after the date hereof, will fairly present, in each case in all material respects, the consolidated financial position and the consolidated results of operations, cash flows and changes in common stock equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein (except, in the case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act).

SEC Filings; Financial Statements. The Company (a) SEC Filings. Parent has filed all required registration statements, proxy statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since April 1, 2008. Parent has made available to Company under all such registration statements, proxy statements, prospectuses, reports, schedules, forms, statements and other documents in the Securities Act form filed with the SEC that are not publicly available through the SEC’s EXXXX database. All such required registration statements, proxy statements, prospectuses, reports, schedules, forms, statements and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and other documents incorporated by reference therein, being collectively are referred to herein as the “Parent SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. .” As of their respective dates, the Parent SEC Reports complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports. All Parent SEC Reports (x) were filed on a timely basis (subject to compliance with Rule 12b-25 under the Exchange Act), (y) at the time filed, were prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicablethe case may be, and none the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, when filed, contained and (z) did not at the time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant None of Parent’s Subsidiaries is subject to the Securities Act reporting requirements of Section 13 or Section 15(d) of the Exchange Act. Parent has heretofore made available to Company true, complete and correct copies of all exhibits filed and all material correspondence with the rules and regulations thereunderSEC since April 1, as 2008 that are not publicly available through the SEC’s EXXXX database. As of the date such statement or amendment became effectivehereof, complied in all material respects with there are no unresolved comments issued by the requirements staff of the Securities Act and did not, when filed, contain SEC with respect to any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the Parent SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Filings; Financial Statements. The (a) Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has delivered or made available to the Company has filed accurate and complete copies of all registration statements, proxy statements, Parent Certifications (as defined below) and other statements, reports, schedules, formsforms and other documents filed by Parent with the SEC since May 12, statements 2020 (the “Parent SEC Documents”). Since the date of the Company Balance Sheet, all material statements, reports, schedules, forms and other documents required to be have been filed by Parent or its officers with the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) have been so filed on a timely basis basis. As of the time it was filed with the SEC (or, if amended or has received superseded by a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of any this Agreement, then on the date of such extensionfiling), except for those filings made pursuant to Section 16 each of the Exchange Act. As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the applicable requirements of the Securities Act and or the Exchange ActAct (as the case may be) and, as applicableof the time they were filed, and none of the Parent SEC Reports, when filed, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subjector, in the case of unaudited statementsa Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to normalthe Securities Act, immaterialas of the date such registration statement or amendment became effective, yearcontained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein not misleading); provided, however, that no representation is made as to the accuracy of any financial projections or forward-end audit adjustmentslooking statements or the completeness of any information furnished by Parent to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Parent SEC Documents (collectively, the “Parent Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 4.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Specifically, but not by way of limitation, the balance sheet of such financial statements discloses all of the Company’s material debts, liabilities and obligations of any nature, whether due or to become due, as of their respective dates (including, without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) to the extent such debts, liabilities and obligations are required to be disclosed in accordance with GAAP.

SEC Filings; Financial Statements. The Company (a) Victory has filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) SEC (the foregoing materials“Victory SEC Documents”). True, including correct, and complete copies of all the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Victory SEC Reports”) Documents are publicly available on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange ActXXXXX. As of their respective datesfiling 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 Victory SEC Reports 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 of 1934, as amended (the “Exchange Act”), and the Exchange Xxxxxxxx-Xxxxx Act, as applicable, and none the rules and regulations of the SEC Reportsthereunder applicable to such Victory SEC Documents. None of the Victory SEC Documents, when filedincluding 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 the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by To the Company pursuant to the Securities Act and the rules and regulations thereunderKnowledge of Victory, as none of the date such statement Victory SEC Documents is the subject of ongoing SEC review or amendment became effective, complied in all material respects outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with the requirements respect to any of the Securities Act and did not, when filed, contain any untrue statement Victory SEC Documents. None of a material fact or omit to state any material fact Victory’s Subsidiaries are required to be stated therein file or necessary in order to make the statements made thereinfurnish any forms, in light of the circumstances under which they were madereports, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together other documents with the SEC Reportsand neither Victory nor any of its Subsidiaries is required to file or furnish any forms, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(ireports, or other documents with any securities regulation (or similar) under the Securities Act. The financial statements regime of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with a non-United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsGovernmental Entity.

SEC Filings; Financial Statements. The Company Since January 1, 2010, Parent has filed on a timely basis all reports, schedules, forms, statements and other documents reports required to be filed by the Company it under the Securities Act and Exchange Act. Such reports required to be filed by Parent under the Exchange Act, including pursuant together with any materials filed by Parent under the Exchange Act, whether or not any such reports were required to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference thereinbe filed, being collectively referred to herein as the “Parent SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. .” As of their respective dates, the Parent SEC Reports complied in all material respects with the requirements of the Securities Exchange Act and the Exchange Act, as applicablerules and regulations of the SEC promulgated thereunder, and none of the Parent SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as As of the date such statement of this Agreement, there are no outstanding or amendment became effectiveunresolved comments in comment letters received by Parent from the SEC staff, complied in all material respects with the requirements and none of the Securities Act and did not, when filed, contain any untrue statement Parent SEC Reports is the subject of a material fact ongoing SEC review or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the outstanding SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Actcomment. The financial statements of the Company Parent included in the Parent SEC Filings comply Reports complied in all material respects with applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or statements, the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPGAAP or may be condensed or summary statements, and fairly present in all material respects the consolidated financial position condition of the Company Parent and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Filings; Financial Statements. The (a) Since October 1, 2015, the Company has filed or furnished, as applicable, on a timely basis all reports, schedules, forms, proxy statements, registration statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished, as applicable, with the SEC by the Company under (such documents, the Securities Act and “Company SEC Documents”). None of the Exchange Act, including Company’s Subsidiaries is required to file or furnish any reports with the SEC pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective datesSEC filing dates (and in the case of any registration statements, as of the effective dates thereof), the Company SEC Reports complied Documents complied, or if filed or furnished or to become effective subsequent to the date of this Agreement, will comply, as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, and the Sxxxxxxx-Xxxxx Act of 2002, as applicableamended (together with the rules and regulations promulgated thereunder, and the “Sxxxxxxx-Xxxxx Act”), as the case may be. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), none of the Company SEC Reports, when filed, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement , in each case giving effect to any amendments thereto filed or furnished prior to the date hereof, and any amendment thereto Company SEC document filed by or furnished with the Company pursuant SEC subsequent to the Securities Act and the rules and regulations thereunder, as date of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, this Agreement will not contain any untrue statement of a material fact or omit to state any 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; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as . No executive officer of the closing of Company has failed in any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order respect to make the statements made therein, in light certifications required of him or her under Section 302 or 906 of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred Sxxxxxxx-Xxxxx Act. Subject to in this sentence, together with any comments that the SEC Reports, staff may make subsequent to the “SEC Filings”). The Company has never been an issuer date hereof with respect to the Offer Documents or the Schedule 14D-9 and subject to Rule 144(iany review or investigation that the SEC may initiate subsequent to the date hereof with respect to the Offer Documents or the Schedule 14D-9, (i) under there are no outstanding or unresolved comments received from the Securities Act. The financial statements SEC staff with respect to the Company SEC Documents and (ii) to the Company’s Knowledge, none of the Company included in SEC Documents is the subject of ongoing SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements review or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsinvestigation.

SEC Filings; Financial Statements. The (a) Sino has made available to the Company has a correct and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other statements or documents (including any exhibits thereto) filed by Sino and its subsidiaries with the SEC , together with any amendments, restatements or supplements thereto (the “Sino SEC Reports”), which are all the forms, reports, schedules, forms, statements and other documents required to be filed by Sino or its subsidiaries under the Company under Exchange Act or the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration date of any such extension, except for those filings made pursuant this Agreement. All Sino SEC Reports required to Section 16 of be filed by Sino under the Exchange ActAct or the Securities Act prior to the date of this Agreement were filed in a timely manner. As of their respective datesdates or, if amended, as of the date of the last such amendment, the Sino SEC Reports (including any financial statements or schedules included therein): (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as applicablethe case may be, and none the rules and regulations of the SEC thereunder applicable to such Sino SEC Reports, when filed, contained and (ii) did not at the time they were filed or subsequently amended contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant Except to the Securities extent set forth in the preceding sentence, Sino makes no representation or warranty whatsoever concerning any Sino SEC Report as of any time other than the date or period with respect to which it was filed. The certifications and statements required by (A) Rule 13a-14 or 15d-14 under the Exchange Act and the rules and regulations thereunder, as (B) 18 U.S.C. §1350 (Section 906 of the date such statement Xxxxxxxx-Xxxxx Act of 2002) relating to the Sino SEC Documents are accurate and complete and comply as to form and content with all applicable laws or amendment became effective, complied rules of applicable governmental and regulatory authorities in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit respects. Sino has also made available to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as shareholders a correct and complete copy of all such certifications and for statements and any correspondence from or to the dates thereof and SEC or the results of operations and cash flows for NASDAQ Stock Market, Inc. As used in this Section 3.7, the periods then endedterm “file” shall be broadly construed to include any manner in which a document or information is furnished, subject, in supplied or otherwise made available to the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsSEC.

SEC Filings; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof since December 31, 2018 (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements statement of a material fact or omit to state any material fact required to be stated therein herein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentencesection, together with the SEC Reports, the “SEC Filings”). As of the date hereof, there are no material outstanding or unresolved comments in comment letters received by the Company from the Commission staff with respect to any of the SEC Filings. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. As of the date hereof, there are no disagreements between the Company and its independent accounting firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure relating to the Company’s audit or otherwise that, if not resolved to the satisfaction of the accounting firm, would result in the accounting firm referencing such disagreement in its audit report for such fiscal year.

SEC Filings; Financial Statements. (a) The Company has filed all reportsforms, statements, schedules, forms, statements reports and other documents (including items incorporated by reference) required to be filed by the Company under with the Securities Act and SEC since the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, effective date of the registration statement for the two years preceding Company’s initial public offering and all such forms, statements, schedules, reports and documents in the form filed with the SEC have been Made Available to Parent. All such required forms, statements, schedules, reports and documents (including those that Company may file subsequent to the date hereof (or such shorter period as the Company was required by law or regulation to file such materialof this Agreement) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively are referred to herein as the “Company SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. .” As of their respective dates, the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act and or the Exchange Act, as applicablethe case may be, and none the rules and regulations of the SEC Reports, when filed, contained thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant , except to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(bextent corrected (A) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statementsCompany SEC Reports filed prior to the date of this Agreement that were amended or superseded prior to the date of this Agreement, by the filing of such amending or superseding Company SEC Report and (B) in the case of Company SEC Reports filed after the date of this Agreement that are amended or superseded prior to normalthe Effective Time, immaterialby the filing of such amending or superseding Company SEC Report. None of the Company Subsidiaries is required to file any forms, year-end audit adjustmentsreports or other documents with the SEC.

SEC Filings; Financial Statements. The Company (a) Search has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Search SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such . The Search SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports complied (i) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as applicablethe case may be, and none the rules and regulations thereunder and (ii) did not, at the time they were filed (or at the effective date thereof in the case of the SEC Reportsregistration statements), when filed, 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 the light of the circumstances under which they were made, not misleading. Each registration statement No Subsidiary of Search is currently required to file any form, report or other document with the SEC under Section 12 of the Exchange Act. (b) The information supplied by Search for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereto filed by the Company pursuant thereof or supplement thereto) is first mailed to the Securities Act stockholders of Search and MS Financial, (iii) the rules and regulations thereunder, as time of the date such statement MS Financial Stockholders Meeting or amendment became effectivethe Search Stockholders Meeting, complied in all material respects with and (iv) the requirements of the Securities Act and did not, when filedEffective Time, contain any untrue statement which, at such time and in light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact false or omit to state any material fact required to be stated therein misleading or necessary to correct any statements in order any earlier communication with respect to the solicitation of proxies for the MS Financial Stockholders Meeting and the Search Stockholders Meeting which shall have become false or misleading. If at any time prior to the Effective Time any event or circumstance relating to Search or any Search Subsidiary, or their respective officers or directors, should be discovered by Search which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Search shall promptly inform MS Financial. Notwithstanding the foregoing, Search and Newco make no representation or warranty with respect to any information supplied by MS Financial, the statements made thereinStockholders, or any of their representatives which is contained in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together Proxy Statement. All documents that Search is responsible for filing with the SEC Reports, in connection with the “SEC Filings”). The Company has never been an issuer subject Transactions will comply as to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply form and substance in all material respects aspects with the applicable accounting requirements of the Securities Act and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder. (c) Search has heretofore furnished to MS Financial complete and correct copies of all amendments and modifications (if any) that have not been filed by Search with the SEC to all agreements, documents and instruments previously filed by Search as exhibits to the Search SEC Reports and currently in effect as of the Commission with respect thereto as in effect at date of this Agreement. (d) Each of the time of filing. Such consolidated financial statements have been (including, in each case, any notes thereto) contained in the Search SEC Report for the transition period ended March 31, 1996 and the unaudited consolidated financial statements of Search and its consolidated Subsidiaries for the six months ended September 30, 1996 were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (“GAAP”), except as may be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may included with interim reports do not contain all footnotes required by GAAP, GAAP notes to such financial statements) and each fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the positions, results of operations and changes in stockholders' equity and cash flows of Search and the consolidated Subsidiaries as at the respective dates thereof and for the respective periods then ended, indicated therein (subject, in the case of unaudited statements, to normal, immaterial, normal and recurring year-end audit adjustmentsadjustments which were not and are not expected, individually or in the aggregate, to have a Search Material Adverse Effect). Since September 30, 1996, there have been no material changes in Search's accounting policies. (e) Except for the transactions described in Schedule 4.6(e), all transactions involving Search or any of its subsidiaries that are required to be disclosed in the Search SEC Reports in accordance with Item 404 of Regulation S-K promulgated under the Securities Act have been so disclosed, and between September 30, 1996 and the date of this Agreement, neither Search nor any of its subsidiaries has entered into any transactions that would be required to be disclosed in future public filings under the Exchange Act pursuant to such Item which have not already been disclosed in the Search SEC Reports filed prior to the date hereof. 4.7. Absence of Certain Changes or Events. Since September 30, 1996 and prior to the date of this Agreement, except (a) as contemplated by, or disclosed pursuant to, this Agreement or any Schedule to this Agreement, (b) disclosed by Search to MS Financial in writing on the date hereof, or (c) disclosed in any Search SEC Report, Search and its subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since September 30, 1996, there has not been (i) any event or events (whether or not covered by insurance), individually or in the aggregate, having a Search Material Adverse Effect other than changes or effects affecting the non-prime automobile finance industry generally, (ii) any material change by Search in its accounting methods, principles or practices, or (iii) any entry by Search or any Search Subsidiary into any commitment or Transaction material to Search or the Search Subsidiaries, except in the ordinary course of business and consistent with past practice. 4.8. Conformity with Law; Litigation. (a) Search and Newco have not violated any Law or any Order of any Governmental Authority having jurisdiction over either of them other than violations which would not have a Search Material Adverse Effect. (b) Except as disclosed in any Search SEC Report, there are no claims, counterclaims, actions, suits, investigations or other proceedings, pending or, to the best of Search's and Newco's knowledge, threatened, against or affecting Search or Newco, or seeking to delay or prevent consummation of the Merger, at law or in equity, or before or by any arbitrator or any Governmental Authority having jurisdiction over either of them and no notice of any such claim, counterclaim, action, suit or proceeding, whether pending or threatened, has been received by either of them. Except as disclosed in any Search SEC Report, there are no judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by a Governmental Authority or by arbitration) against Search or Newco or against any of either of their properties or businesses having a Search Material Adverse Effect. 4.9.

SEC Filings; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company and each Subsidiary under the Securities 1933 Act and the Exchange 1934 Act, including pursuant to Section 13(a) or 15(d) thereof, for the two three years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC ReportsFilings”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports Filings prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports Filings complied in all material respects with the requirements of the Securities 1933 Act and the Exchange 1934 Act, as applicable, and none of the SEC ReportsFilings, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement The Company and any amendment thereto filed by its Subsidiaries are engaged only in the Company pursuant to business described in the Securities Act SEC Filings and the rules SEC Filings contain a complete and regulations thereunder, as of the date such statement or amendment became effective, complied accurate description in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light business of the circumstances under which they were made, not misleading; Company and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities ActSubsidiaries. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. To the Company’s Knowledge, KMJ Xxxxxx & Company LLP, which has expressed its opinion with respect to the financial statements and schedules filed in the SEC Filings (as applicable) is (i) an independent public accounting firm within the meaning of the 1933 Act, (ii) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)), and (iii) not in violation of the auditor independence requirements of the Xxxxxxxx-Xxxxx Act.

SEC Filings; Financial Statements. The Company (a) Since September 30, 2012, Buyer has filed (or furnished) on a timely basis all reports, schedules, forms, statements and other documents (including exhibits, financial statements and schedules thereto, and all other information incorporated therein and amendments and supplements thereto) required to be filed with (or furnished to) the SEC by Buyer (such documents and any such additional documents filed with (or furnished to) the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding SEC after the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materialsof this Agreement, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC ReportsDocuments”). As of its filing (or furnishing) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports date or, if amended prior to the expiration date of any such extensionthis Agreement, except for those filings made pursuant to Section 16 as of the Exchange Act. As date of their respective datesthe last such amendment, to Buyer’s knowledge, each SEC Document complied, or if filed (or furnished) subsequent to the SEC Reports complied date of this Agreement, will comply, as to form in all material respects with the requirements of the Securities Act and or the Exchange Act, as applicablethe case may be, and none the rules and regulations of the SEC Reportspromulgated thereunder applicable to such SEC Document. As of its filing (or furnishing) date or, when filedif amended prior to the date of this Agreement, as of the date of the last such amendment, no SEC Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement , and any amendment thereto no SEC Document filed by with (or furnished to) the Company SEC pursuant to the Securities Exchange Act and the rules and regulations thereunder, as of subsequent to the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, this Agreement will contain any untrue statement of a material fact or omit to state any 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; and each prospectus filed pursuant to Rule 424(b. To Buyer’s knowledge there is no fact, event, circumstance that would prevent the Registration Statement (as defined below) under the Securities Act, as of its issue date and from becoming effective exists as of the closing of any sale of securities pursuant theretodate hereof. There are no filings, did notnotices, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or consents and approvals necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and Stock Consideration to be listed on the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsOTC.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as the case may be, all reports, schedules, forms, statements reports and other documents required to be filed or furnished by it with the SEC since January 1, 2004 (such forms, reports and other documents, including exhibits and all other information incorporated by reference, including such forms, reports and other documents that the Company under the Securities Act and the Exchange Act, including pursuant may file subsequent to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materialshereof, including the exhibits thereto and documents incorporated by reference thereincollectively, being collectively referred to herein as the “Company SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such ). The Company SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports complied (i) were prepared in accordance in all material respects with either the requirements of the Securities Act and of 1933, as amended (the “Securities Act”), or the Exchange Act, as applicablethe case may be, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunderpromulgated thereunder and (ii) did not, at the time they were filed, or, if amended or supplemented, as of the date of such statement amendment or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filedsupplement, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact . No Subsidiary is required to be stated therein file any form, report or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together other document with the SEC Reports, the “SEC Filings”)SEC. The Company has never previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been an issuer subject filed with the SEC but which are required to Rule 144(i) under be filed, to Company SEC Reports which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act. The financial statements Company has timely responded to all comment letters of the staff of the SEC relating to the Company SEC Reports, and the SEC has not advised the Company that any final responses are inadequate, insufficient or otherwise non-responsive. The Company has made available to Parent true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2004, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s knowledge, none of the Company included SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. The Company and each of its officers and directors are in the SEC Filings comply compliance with, and have complied, in each case in all material respects with (i) the applicable accounting requirements provisions of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and the related rules and regulations promulgated under or pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of the Commission Nasdaq Stock Market (“Nasdaq”). Each required form, report and document containing financial statements that has been filed with respect thereto or submitted to the SEC by the Company since January 1, 2004, was accompanied by the certifications required to be filed or submitted by the Company’s chief executive officer and/or chief financial officer, as in effect required, pursuant to the Sxxxxxxx-Xxxxx Act and, at the time of filingfiling or submission of each such certification, such certification was true and accurate and complied with the Sxxxxxxx-Xxxxx Act. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Neither the Company and nor any of its consolidated Subsidiaries as executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsfiling such certifications.

SEC Filings; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports Filings prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports Filings complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC ReportsFilings, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and To the Company’s knowledge, there are no outstanding comments from the SEC or any amendment thereto filed by the Company pursuant other Governmental Authority to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject is not aware of any events, facts, conditions, changes, circumstances, or occurrences that would give rise to Rule 144(i) any disclosure or other filing obligations under the Securities ActExchange Act (other than the issuance of the Shares to the Purchasers and other transactions contemplated hereby). The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Filings; Financial Statements. The Company (a) Saffron has filed or furnished, as applicable, on a timely basis all reports, schedules, forms, statements statements, certifications, reports and other documents required to be filed or furnished by it with the Company SEC under the Exchange Act or the Securities Act since January 1, 2012 (the forms, statements, reports and documents filed or furnished since January 1, 2012 and those filed or furnished subsequent to the Exchange Actdate hereof, including pursuant to Section 13(a) or 15(d) thereofany amendments thereto, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Saffron SEC Reports”) on a timely basis or has received a valid extension ). Each of such the Saffron SEC Reports, at the time of its filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as applicable, and none of any rules and regulations promulgated thereunder applicable to the Saffron SEC Reports, when filedor, contained if not yet filed or furnished, will to the Knowledge of Saffron comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Saffron SEC Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Saffron SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. Each registration statement , and any amendment thereto Saffron SEC Reports filed by or furnished with the Company pursuant SEC subsequent to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filedhereof will not to Saffron’s knowledge, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Filings; Financial Statements. The Company (a) Except as set forth in SCHEDULE 4.10, Parent has timely filed with the Securities and Exchange Commission (the "SEC") all reports, schedules, forms, statements and other documents (including exhibits) required to be filed by it under the Company under Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act") from January 1, 2000 through the date of this Agreement. All reports, schedules, forms, statements and other documents (including exhibits) filed by Seller with the SEC pursuant to the Securities Act and the Exchange ActAct since January 1, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively 2000 are referred to herein as the “"Parent SEC Reports”Filings." The Parent SEC Filings (i) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extensionwere prepared in compliance, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports complied in all material respects respects, with the applicable requirements of the Securities Act and the Exchange Act, as applicablethe case may be, and none of the SEC Reportsrules and regulations thereunder, when filed, contained and (ii) did not at the time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Parent SEC Filings or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not false or misleading. Each registration statement , and any amendment thereto filed (iii) in the event of subsequent modifications of the circumstances or the basis on which they had been made, were, to the extent required by the Company pursuant to the Securities Act and the rules and regulations thereunderExchange Act, as of the case may be, timely amended prior to the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary this Agreement in order to make them not false or misleading in any material respect in the statements made therein, in light of such new circumstances or basis; provided, however, that Parent is not making any representations with respect to information contained in the circumstances under which they were made, Parent SEC Filings that does not misleading; and each prospectus filed pursuant relate to Rule 424(b) under the Securities Act, as of its issue date and as Business or the Purchased Assets. None of the closing of Subsidiaries is required to file any sale of securities pursuant theretoforms, did notreports or other documents with the SEC. Except as set forth in SCHEDULE 4.10(a), when filed, contain any untrue statements of a material fact or omit to state any material fact all documents required to be stated therein or necessary in order filed as exhibits to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the Parent SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during so filed and Parent has made available to Buyer all exhibits to the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or Parent SEC Filings filed prior to the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPdate hereof, and fairly present in will promptly make available to Buyer all material respects exhibits to any additional Parent SEC Filings filed prior to the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsClosing.

SEC Filings; Financial Statements. The Company (a) FSI has filed or furnished, as applicable, on a timely basis all reports, schedules, forms, statements statements, certifications, reports and other documents required to be filed or furnished by it with the Company SEC under the Exchange Act or the Securities Act (the forms, statements, reports and documents filed or furnished and those filed or furnished subsequent to the Exchange Actdate hereof, including pursuant to Section 13(a) or 15(d) thereofany amendments thereto, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “FSI SEC Reports”) on a timely basis or has received a valid extension ). Each of such the FSI SEC Reports, at the time of its filing and has filed any such SEC Reports prior to the expiration of any such extensionor being furnished, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Sxxxxxxx-Xxxxx Act, as applicable, and none of any rules and regulations promulgated thereunder applicable to the FSI SEC Reports, when filedor, contained if not yet filed or furnished, will, to the knowledge of FSI, comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the FSI SEC Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the FSI SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. Each registration statement , and any amendment thereto FSI SEC Reports filed by or furnished with the Company pursuant SEC subsequent to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did hereof will not, when filedto FSI’s Knowledge, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Filings; Financial Statements. The Company (a) Except as set forth in Schedule 4.10, Parent has timely filed with the Securities and Exchange Commission (the “SEC”) all reports, schedules, forms, statements and other documents (including exhibits) required to be filed by it under the Company under Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) from January 1, 2000 through the date of this Agreement. All reports, schedules, forms, statements and other documents (including exhibits) filed by Seller with the SEC pursuant to the Securities Act and the Exchange ActAct since January 1, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively 2000 are referred to herein as the “Parent SEC Reports”Filings.” The Parent SEC Filings (i) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extensionwere prepared in compliance, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports complied in all material respects respects, with the applicable requirements of the Securities Act and the Exchange Act, as applicablethe case may be, and none of the SEC Reportsrules and regulations thereunder, when filed, contained and (ii) did not at the time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Parent SEC Filings or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not false or misleading. Each registration statement , and any amendment thereto filed (iii) in the event of subsequent modifications of the circumstances or the basis on which they had been made, were, to the extent required by the Company pursuant to the Securities Act and the rules and regulations thereunderExchange Act, as of the case may be, timely amended prior to the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary this Agreement in order to make them not false or misleading in any material respect in the statements made therein, in light of such new circumstances or basis; provided, however, that Parent is not making any representations with respect to information contained in the circumstances under which they were made, Parent SEC Filings that does not misleading; and each prospectus filed pursuant relate to Rule 424(b) under the Securities Act, as of its issue date and as Business or the Purchased Assets. None of the closing of Subsidiaries is required to file any sale of securities pursuant theretoforms, did notreports or other documents with the SEC. Except as set forth in Schedule 4.10(a), when filed, contain any untrue statements of a material fact or omit to state any material fact all documents required to be stated therein or necessary in order filed as exhibits to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the Parent SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during so filed and Parent has made available to Buyer all exhibits to the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or Parent SEC Filings filed prior to the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPdate hereof, and fairly present in will promptly make available to Buyer all material respects exhibits to any additional Parent SEC Filings filed prior to the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsClosing.

SEC Filings; Financial Statements. The Company (a) Since January 1, 2016, Motor has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, schedules, formscertifications, statements and other documents required to be filed or furnished by the Company it under the Securities Act and or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required case may be (such documents and any other documents filed or furnished by law or regulation Motor with/to file such material) (the foregoing materialsSEC, including the exhibits thereto and documents incorporated by reference thereinany publicly filed supplements, being collectively referred to herein as modifications or amendments, collectively, the “Motor SEC ReportsDocuments”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act). As of their respective dateseffective dates (in the case of the Motor SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Motor SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Motor SEC Reports Documents (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act and the Exchange Act, as applicablethe case may be, and none of the SEC Reports, when filed, contained applicable rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statement were made, not misleading. Each registration statement Motor has made all certifications and any amendment thereto filed statements required by Sections 302 and 906 of the Company pursuant Xxxxxxxx-Xxxxx Act of 2002, as amended, with respect to the Securities Act Motor SEC Documents and the rules statements contained in any such certifications were true and regulations thereunder, correct as of the date such statement or amendment became effective, complied in all material respects with the requirements certifications were made. As of the Securities Act and did notdate hereof, when filedneither Motor nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, contain any untrue statement completeness, form or manner of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light filing of such certifications. As of the circumstances under which they were madedate hereof, not misleading; and each prospectus filed pursuant there are no outstanding or unresolved comments received by Motor from the SEC with respect to Rule 424(b) under the Securities Act, as of its issue date and as any of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light Motor SEC Documents. As of the circumstances under which they were madedate hereof, not misleading (to the registration statementsKnowledge of Motor, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements none of the Company included in Motor SEC Documents is the subject of ongoing SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements review or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsinvestigation.

SEC Filings; Financial Statements. (a) The Company has timely filed with or furnished to, as applicable, the SEC all reportsregistration statements, prospectuses, reports (including any Current Report on Form 8-K), schedules, forms, statements statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) SEC (the foregoing materials“Company SEC Documents”). True, including correct, and complete copies of all Company SEC Documents are publicly available in the exhibits thereto Electronic Data Gathering, Analysis, and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 Retrieval database of the Exchange ActSEC (“XXXXX”). As of their respective datesfiling dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement, 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 Company SEC Reports Documents complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, as applicableand the Xxxxxxxx-Xxxxx Act of 2002, and none the rules and regulations of the SEC Reportsthereunder applicable to such Company SEC Documents. None of the Company SEC Documents, when filedincluding 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 of this Agreement, 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 the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by To the Company pursuant to the Securities Act and the rules and regulations thereunder, as Knowledge of the date such statement or amendment became effectiveCompany, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements none of the Company included in 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 Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position to any of the Company and its consolidated SEC Documents. None of the Subsidiaries as of and for is required to file or furnish any forms, reports, or other documents with the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsSEC.

SEC Filings; Financial Statements. The Company (a) Radiant has filed or furnished, as applicable, on a timely basis all reports, schedules, forms, statements statements, certifications, reports and other documents required to be filed or furnished by it with the Company SEC under the Exchange Act or the Securities Act since September 1, 2017 (the forms, statements, reports and documents filed or furnished since September 1, 2017 and those filed or furnished subsequent to the Exchange Actdate of this Agreement, including pursuant to Section 13(a) or 15(d) thereofany amendments thereto, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Radiant SEC Reports”) on a timely basis or has received a valid extension ). Each of such the Radiant SEC Reports, at the time of its filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as applicable, and none of any rules and regulations promulgated thereunder applicable to the Radiant SEC Reports, when filedor, contained if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Radiant SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Radiant SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. Each registration statement , and any amendment thereto Radiant SEC Reports filed by or furnished with the Company pursuant SEC subsequent to the Securities Act and the rules and regulations thereunder, as date of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, this Agreement will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to . As used in this sentence, together with the SEC ReportsSection 3.5(a), the term “SEC Filings”). The Company has never been an issuer subject file” and variations thereof shall be broadly construed to Rule 144(i) under include any manner in which a document or information is furnished, supplied or otherwise made available to the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsSEC.

SEC Filings; Financial Statements. The Company has (a) Except as Disclosed in Part 3.4(a) of the Avatech Disclosure Schedule, a true, complete and correct copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed all reportsor furnished, schedules, forms, statements and other documents or required to be filed or furnished, prior to the date hereof and since November 1, 2007 by Avatech with the Company under SEC pursuant to the Securities Act and or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof Act (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Avatech SEC ReportsDocuments”) is available to Merger Partner on a timely basis or the SEC’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) database, or, if not so available, has received a valid extension of such time of filing and has filed any such SEC Reports prior been provided to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange ActMerger Partner. As of their respective dates, or, if amended, as of the date of the last such amendment, each of the Avatech SEC Reports Documents complied in all material respects with the requirements all applicable SEC requirements, as in effect as of the Securities Act and the Exchange Act, as applicabletime such Avatech SEC Document was filed, and none of the SEC Reports, when filed, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus . All Avatech SEC Documents have been timely filed pursuant to Rule 424(b) under with the Securities ActSEC. Avatech has not received notice from any Governmental Entity challenging or questioning the accuracy, as completeness, form or manner of its issue date and as any of the closing Avatech SEC Documents, including, without limitation, any certification required of any sale executive officer under Section 302 or 906 of securities pursuant theretothe Xxxxxxxx-Xxxxx Act. Except for (i) requests to extend the duration of confidential treatment of redacted portions of exhibits filed with the SEC, did not(ii) correspondence relating to SEC reviews and comments as to which no comments remain outstanding, when filedand (iii) as are available on the XXXXX database, contain Avatech has provided to Merger Partner copies of all correspondence sent to or received from the SEC by or on behalf of Avatech and Avatech Subsidiaries since November 1, 2007. There are no outstanding comments from or unresolved issues raised by the SEC with respect to any untrue statements of a material fact or omit to state any material fact the Avatech SEC Documents. None of the Avatech Subsidiaries is required to be stated therein file any forms, reports or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together other documents with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsSEC.

SEC Filings; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except and expects to timely file its Annual Report on Form 10-K for those filings made pursuant to Section 16 of the Exchange Actfiscal year ended December 31, 2018. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements statement of a material fact or omit to state any material fact required to be stated therein herein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentencesection, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. As of the date hereof, there are no disagreements between the Company and its independent accounting firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure relating to the Company’s audit or otherwise that, if not resolved to the satisfaction of the accounting firm, would result in the accounting firm referencing such disagreement in its audit report for such fiscal year.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, with the SEC on a timely basis all reports, schedules, forms, statements statements, certifications, reports and other documents required to be filed or furnished by it with the Company under SEC pursuant to the Exchange Act or the Securities Act and since March 25, 2003 (the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material"Applicable Date") (the foregoing materialsforms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the exhibits thereto and "Company Reports"). No Subsidiary of the Company is required to file or furnish any forms, statements, certifications, reports or documents incorporated by reference thereinwith, being collectively referred to herein as or make any other filing with, or furnish any other material to, the “SEC SEC. Each of the Company Reports”) on a timely basis or has received a valid extension of such , at the time of its filing and has or being furnished complied or, if not yet filed any such SEC Reports prior to the expiration of any such extensionor furnished, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports complied will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Sarbanes-Oxley Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunderpromulgated txxxxxxxxx xxxxicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such statement or amendment became effectiveamendment), complied in all material respects with the requirements of the Securities Act and Company Reports did not, when filedand any Company Reports filed with or furnished to the SEC subsequent to the date hereof and up to the Effective Time will not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b. Except as set forth on Schedule 2.4(a) under of the Securities ActDisclosure Letter, as of its issue the date of this Agreement, except to the extent that information contained in any Recent Company Report filed and as publicly available prior to the date of this Agreement has been revised or superseded by a later filed Company Report, none of the closing of any sale of securities pursuant thereto, did not, when filed, contain Recent Company Reports contains any untrue statements statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”)misleading. The Company has never been an issuer subject made available to Rule 144(i) under Parent copies of all comment letters received by the Securities Act. The financial statements Company from the SEC since March 25, 2003, and relating to the Company Reports, together with all written responses of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustmentsthereto.

SEC Filings; Financial Statements. The Company (a) SSMP has filed or furnished, as applicable, on a timely basis all reports, schedules, forms, statements statements, certifications, reports and other documents required to be filed or furnished by it with the Company SEC under the Exchange Act or the Securities Act since January 1, 2017 (the forms, statements, reports and documents filed or furnished since January 1, 2017 and those filed or furnished subsequent to the Exchange Actdate hereof, including pursuant to Section 13(a) or 15(d) thereofany amendments thereto, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SSMP SEC Reports”) on a timely basis or has received a valid extension ). Each of such the SSMP SEC Reports, at the time of its filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Sxxxxxxx-Xxxxx Act, as applicable, and none of any rules and regulations promulgated thereunder applicable to the SSMP SEC Reports, when filedor, contained if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the SSMP SEC Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the SSMP SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. Each registration statement , and any amendment thereto SSMP SEC Reports filed by the Company pursuant with or furnished to the Securities Act and the rules and regulations thereunder, as of SEC subsequent to the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, hereof will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentence, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Filings; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except for those filings made pursuant to Section 16 of the Exchange Act. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by the Company pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied in all material respects with the requirements of the Securities Act and did not, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto, did not, when filed, contain any untrue statements statement of a material fact or omit to state any material fact required to be stated therein herein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (the registration statements, amendments and prospectuses referred to in this sentencesection, together with the SEC Reports, the “SEC Filings”). The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Filings comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.