Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with the SEC (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the financial statements, including all related notes and schedules, contained in the Parent SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SEC.

SEC Filings; Financial Statements. (a) Parent has delivered or made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed all formsby Parent with the SEC since January 1, reports 1999 (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed by Parent with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present the consolidated financial position of Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent MCIG has delivered (or made available on the Securities and Exchange Commission, or “SEC,” website) to FOFU accurate and complete copies of all registration statements, and other statements, reports, schedules, forms and other documents filed by MCIG with, and all formsMCIG Certifications (as defined below) filed or furnished by MCIG with or to, reports and documents required to be filed with the SEC (collectively, the "Parent “MCIG SEC Reports"”). All statements, reports, schedules, forms and other documents required to have been filed or furnished by MCIG with such Parent or to the SEC have been so filed or furnished except for certain amendments in response to SEC comments As of the time it was filed with or furnished to the SEC, none of the MCIG SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by the filing or furnishing of any responsive to SEC comments or the applicable amending or superseding MCIG SEC Reports. (b) Except as noted therein, the The financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports (or incorporated by reference therein) in the MCIG SEC Reports: (i) fairly present the consolidated financial position of Parent complied as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied form in all material respects with applicable accounting requirements the published rules and regulations of the SEC.SEC applicable thereto; 3 | Page

SEC Filings; Financial Statements. (a) Parent UPC has filed and made available to Magna all forms, reports and documents SEC Documents required to be filed with the SEC by UPC since December 31, 1993 (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed UPC SEC Reports"). Except as noted in such Parent SEC Reports, the Parent The UPC SEC Reports (i) were prepared at the time filed, complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such UPC SEC Reports or necessary in order to make the statements thereinin such UPC SEC Reports, in the light of the circumstances under which they were made, not misleading. Except for UPC Subsidiaries that are registered as a broker, dealer, or investment advisor, none of UPC's Subsidiaries is required to file any SEC Documents. (b) Except as noted thereinEach of the UPC Financial Statements (including, the financial statementsin each case, including all any related notes and schedules, notes) contained in the Parent UPC SEC Reports, including any UPC SEC Reports (or incorporated by reference therein) (i) fairly present filed after the consolidated financial position date of Parent this Agreement until the Effective Time, complied as at to form in all material respects with the respective dates thereof applicable published rules and regulations of the consolidated results of operations and cash flows of Parent for the periods indicated SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of UPC and its Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and (ii) which were not or are not expected to be material in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECamount or effect.

SEC Filings; Financial Statements. (a) Parent has timely filed all formsor furnished, reports as applicable, with the Securities and documents Exchange Commission (the “SEC”) each report, registration statement and definitive proxy statement required to be filed by Parent with the SEC during the course of its existence (collectively, the "“Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"Documents”). Except as noted in such Parent SEC Reports, Each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be), and none of the rules and regulations promulgated under each of such respective Acts, and (ii) did not Parent SEC Documents at the time they were filed (or if amended by a of filing prior to the date hereof as of the date of such amendment) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the . The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by applicable rules of the SEC; and (iii) fairly present presented the consolidated financial position of Parent and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent has delivered or made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed all formsby Parent with the SEC since February 1, reports 2000 (the "PARENT SEC DOCUMENTS"). All statements, reports, schedules, forms and other documents required to be have been filed by Parent with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present the consolidated financial position of Parent and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent has filed all formswith the Securities and Exchange Commission (the "SEC") and has heretofore made available to the Company true and complete copies of each report, reports registration statements and documents definitive proxy statement required to be filed with by Parent from January 1, 1998 until the SEC date of this Agreement under the Exchange Act (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC ReportsDocuments"). Except As of their respective dates or, if amended, as noted in of the date of the last such Parent SEC Reportsamendment, the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be), and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments (which will not, individually or in the aggregate, be material in magnitude); and (iii) fairly present the consolidated financial position of Parent and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. The Company shall use commercially reasonable efforts to (ai) Parent has filed all timely file any reports, schedules, forms, reports statements and documents required to be filed by it with the SEC under the Securities Act and the Exchange Act (collectively, the "Parent “Future SEC Reports", with such Parent SEC Reports filed Filings”) and use commercially reasonable efforts to (A) comply in all material respects with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates with the applicable requirements of the Securities Act or the Exchange Act, as the case may beapplicable, and the rules and regulations promulgated under each of such respective Acts, thereunder and (iiB) did ensure that any Future SEC Filings do not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. ; (bii) Except as noted therein, ensure that the financial statements, including all related notes and schedules, contained statements of the Company included in the Parent Future SEC Reports (or incorporated by reference therein) (i) fairly present Filings shall comply in all material respects with applicable accounting requirements and the consolidated financial position rules and regulations of Parent the SEC with respect thereto as in effect at the respective dates thereof time of filing; and (iii) ensure that the consolidated results of operations and cash flows of Parent for the periods indicated financial statements in its Future SEC Filings shall be prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (involved, except for changes as may be otherwise specified in accounting principles disclosed in such financial statements or the notes thereto) thereto and subject 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 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 interim financial statements unaudited statements, to normal normal, year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECaudit adjustments.

SEC Filings; Financial Statements. (a) Parent The Company has filed or furnished on a timely basis all reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC (collectively, the "Parent “Company SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"Documents”). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as As of their respective dates dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC promulgated under each of thereunder applicable to such respective ActsCompany SEC Documents and, and except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of this Agreement) by a later filed Company SEC Document, none of the date of such amendment) contain Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, statements (including all any related notes and schedules, ) contained in the Parent SEC Reports (or incorporated by reference therein) in the Company SEC Documents: (i) fairly present complied or, if filed with or furnished to the consolidated financial position SEC subsequent to the date of Parent this Agreement, will comply as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied form in all material respects with applicable accounting requirements the published rules and regulations of the SEC.SEC applicable

SEC Filings; Financial Statements. (a) Parent has delivered to the Company accurate and complete copies (including copies of all exhibits) of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC since January 1, 1994 (the "Parent SEC Documents"), which are all forms, the reports and documents required to be filed by Parent with the SEC since January 1, 1994. Each of the Parent SEC Documents was timely filed by Parent in accordance with the rules and regulations of the SEC and the NASD. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, Parent is eligible to file a registration statement on Form S-3 with the financial statementsSEC covering the registration of the Merger Shares for resale and meets all of the requirements for the use of Form S-3 for resales, including all requirements set forth in Form S-3 and the rules and regulations promulgated under the Securities Act. (c) As of the time they were filed with the SEC, the consolidated financial statements (including, in each case, any notes related notes and schedules, thereto) contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) fairly present complied as to form in all material respects with the consolidated financial position published rules and regulations of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated SEC applicable thereto; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved covered (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements and, in the case of interim unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SEC.audit adjustments); and

SEC Filings; Financial Statements. (a) The Parent has --------------------------------- filed all forms, reports reports, statements and documents required to be filed with the SEC since June 30, 1995 (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the The Parent SEC Reports (i) ------------------ were each prepared in accordance with, and at the time of filing complied as of their respective dates with in all material respects with, the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations promulgated under each of such respective Acts, and ------------ (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . None of the Parent's subsidiaries (bincluding the Purchaser) Except as noted thereinis required to file any forms, reports or other documents with the SEC. The financial statements, including all related notes and schedules, contained statements included in the Parent SEC Reports (or incorporated by reference therein) (i) were prepared in accordance with the books of account and other financial records of the Parent, (ii) present fairly present the consolidated financial position of Parent as at the respective dates thereof condition and the consolidated results of operations and cash flows of the Parent as of the dates thereof or for the periods indicated covered thereby, (iii) have been prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a basis consistent basis throughout with the past practices of the Parent and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Parent and the results of the operations of the Parent as of the dates thereof or for the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent has made available to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed all formsby Parent with the SEC since December 31, reports 1998 (the "PARENT SEC DOCUMENTS"). All statements, reports, schedules, forms and other documents required to be have been filed by Parent with the SEC since December 31, 1998 have been so filed. As of their respective dates (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, amendment or superseding filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports Documents (or incorporated by reference therein) the "PARENT FINANCIAL STATEMENTS"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, material in amount), and (iii) fairly present presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent has made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed all formsby Parent with the SEC since March 31, reports 2001 (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed by Parent with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present the consolidated financial position of Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent has made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed by Parent with the SEC since December 31, 1997 and will deliver to the Company accurate and complete copies of all formssuch reports, reports registration statements and documents required definitive proxy statements filed after the date of this Agreement and prior to be the Effective Time (the "Parent SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) fairly present complied as to form in all material respects with the consolidated financial position published rules and regulations of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved covered (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements and, in the case of interim unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal year-end adjustments audit adjustments); and (iiiii) in the case of financial statements included in Parent SEC Reports, complied fairly present in all material respects with applicable accounting requirements the consolidated financial position of Parent and its subsidiaries as of the SECrespective dates thereof and the consolidated results of operations of Parent and its subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. As used herein, the “Company SEC Documents” means all reports, schedules, forms, statements and other documents filed or furnished, as applicable, by the Company under the Securities Exchange Act of 1934, as amended (athe “Exchange Act”), including pursuant to Section 13(a) Parent or 15(d) thereof, including the exhibits thereto and documents incorporated by reference therein. The Company has filed all forms, reports SEC Documents as required on a timely basis and documents required to be filed with the SEC (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates filing dates, the Company SEC Documents since December 31, 2015 complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated under each of such respective Actsthereunder, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain these Company SEC Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading. (b) Except as noted therein, the . The consolidated financial statements, including all related notes and schedules, statements contained in the Parent Company SEC Reports (or incorporated by reference therein) Documents since December 31, 2015: (i) complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except in the case of unaudited statements as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present the consolidated financial position of Parent the Company and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows and the changes in shareholders’ equity of Parent the Company and its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent has delivered or made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed all formsby Parent with the SEC since January 1, reports 1998 (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed by Parent with the SEC since January 1, 1998 have been so filed on a timely basis. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present the consolidated financial position of Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent has filed all formsreports, reports schedules, registration statements, definitive proxy statements and exhibits to the foregoing documents required to be filed by it with the SEC since January 1, 2005 (collectively, the "“Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"”). Except as noted in such Parent SEC ReportsAs of their respective dates, (i) the Parent SEC Reports (i) were prepared complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Actsthereunder, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Parent subsidiary is currently required to file any form, report or other document with the SEC under Section 13(a) or 15(d) of the Exchange Act. (b) Except as noted thereinThe historical financial statements of Parent, together with the financial statementsrelated schedules and notes thereto, including all related notes and schedules, contained included in the Parent SEC Reports (or incorporated by reference therein) (i) present fairly present the consolidated financial position of Parent as and its consolidated subsidiaries at the respective dates thereof indicated, and the consolidated results of operations and consolidated cash flows of Parent and its consolidated subsidiaries for the periods indicated specified; and such historical financial statements have been prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods involved (involved, except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECas noted therein.

SEC Filings; Financial Statements. (a) Parent Check-Cap has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since July 1, 2021 (the “Check-Cap SEC Documents”). As of the time it was filed or furnished with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed of this Agreement, then on the date of such filing), each of the Check-Cap SEC Reports"). Except as noted Documents complied in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be) and, and to the rules and regulations promulgated under each Knowledge of such respective ActsCheck-Cap, and (ii) did not at as of the time they were filed (or if amended by a filing prior to the date hereof as furnished, none of the date of such amendment) contain Check-Cap SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Check-Cap SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws and no current or former principal executive officer or principal financial officer of Check-Cap has failed to make the Certifications required of him or her. As used in this Section 5.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is provided, supplied or otherwise made available to the SEC. (b) Except as noted therein, the The financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports (or incorporated by reference therein) in the Check-Cap SEC Documents: (i) complied as of their respective dates of filing as to form in all material respects with the published rules and regulations of the SEC applicable thereto, (ii) were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 20-F of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (iii) fairly present present, in all material respects, the consolidated financial position of Parent Check-Cap and its Subsidiary as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent Check-Cap and its Subsidiary for the periods indicated covered thereby. Other than as expressly disclosed in the Check-Cap SEC Documents filed prior to the date hereof, there has been no material change in Check-Cap’s accounting methods or principles that would be required to be disclosed in Check-Cap’s financial statements in accordance with GAAP applied on GAAP. The books of account and other financial records of Check-Cap and its Subsidiary are accurate and complete in all material respects. (c) Check-Cap’s auditor has at all times since July 1, 2021 been: (i) a consistent basis throughout registered public accounting firm (as defined in Section 2(a)(12) of the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year▇▇▇▇▇▇▇▇-end adjustments and ▇▇▇▇▇ Act), (ii) to the Knowledge of Check-Cap, “independent” with respect to Check-Cap within the meaning of Regulation S-X under the Exchange Act and (iii) to the Knowledge of Check-Cap, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) Since July 1, 2021, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, or general counsel of Check-Cap, the Check-Cap Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since July 1, 2021, neither Check-Cap nor its independent auditors have identified (i) any significant deficiency or material weakness in the case design or operation of the system of internal accounting controls utilized by Check-Cap and its Subsidiary, (ii) any fraud, whether or not material, that involves Check-Cap, its Subsidiary, Check-Cap's management or other employees who have a role in the preparation of financial statements included or the internal accounting controls utilized by Check-Cap and its Subsidiary or (iii) any claim or allegation whether written or oral regarding any of the foregoing. (e) Except as set forth on Section 5.7(e) of the Check-Cap Disclosure Schedule, Check-Cap is in Parent SEC Reports, complied compliance in all material respects with the applicable accounting requirements provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and governance rules and regulations of Nasdaq. (f) Except as set forth on Section 5.7(f) of the Check-Cap Disclosure Schedule, Check-Cap maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (g) Check-Cap’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Check-Cap in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Check-Cap’s management as appropriate to allow timely decisions regarding required disclosure and to make the Certifications.

SEC Filings; Financial Statements. (a) Parent The Company has filed all forms, reports and documents required to be filed with the SEC (collectively, the "Parent Company SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted disclosed in such Parent SEC ReportsSection 2.07 of the Company Disclosure Schedule, as of their respective dates, the Parent Company SEC Reports (i) were prepared in accordance and complied as of their respective dates to form in all material respects with the requirements of the United States Securities Act of 1933, as amended, and the SEC's rules and regulations thereunder (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Except as noted thereinEach of the consolidated financial statements (including, the financial statementsin each case, including all any related notes and schedules, thereto) contained in the Parent Company SEC Reports was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or incorporated by reference therein) (i) in the Company SEC Reports), and each fairly present presents in all material respects the consolidated financial position of Parent the Company and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows of Parent for the periods indicated in accordance with GAAP applied on a consistent basis throughout indicated, except that the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and (ii) which were not or are not expected to be material in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECamount.

SEC Filings; Financial Statements. (a) Parent and, to the extent applicable, each of its then or current subsidiaries, has filed all forms, reports reports, statements and documents required to be filed with the SEC since January 1, 1999 (collectively, the "Parent PARENT SEC ReportsREPORTS"), with such Parent SEC Reports filed each of which has complied in all material respects with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under thereunder, or the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. None of such respective ActsParent SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) contained, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain when filed, any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC prior to the date hereof, none of the Parent SEC Reports filed by Parent since January 1, 1999 and prior to the date hereof contains any untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, Each of the audited and unaudited consolidated financial statements, statements of Parent and its subsidiaries (including all any related notes and schedules, contained thereto) included in the Parent SEC Reports (or incorporated by reference therein) (i) fairly present complies or, if not yet filed, will comply as to form in all material respects with all applicable accounting requirements and with the consolidated financial position published rules and regulations of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated SEC with respect thereto, has been or, if not yet filed, will have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject fairly presents in all material respects or, if not yet filed, will fairly present in all material respects the consolidated financial position of Parent and its subsidiaries at the respective date thereof and the consolidated results of its operations and changes in cash flows for the periods indicated (subject, in the case of interim financial statements unaudited quarterly statements, to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECaudit adjustments).

SEC Filings; Financial Statements. (a) Parent has made available to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed all forms, reports and documents required to be filed by Parent with the SEC since December 31, 2000 (collectively, the "Parent SEC ReportsDocuments"). All statements, with such reports, schedules, forms and other documents required to have been filed by Parent SEC Reports filed with the SEC since December 31, 2000 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, amendment or superseding filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports Documents (or incorporated by reference therein) the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, material in amount), and (iii) fairly present presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent has delivered or made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed all formsby Parent with the SEC since July 1, reports 1999 (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed by Parent with the SEC since such date have been so filed on a timely basis. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) fairly present complied as to form in all material respects with the consolidated financial position published rules and regulations of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved covered (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements and, in the case of interim unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iiiii) in fairly present the case consolidated financial position of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements and its consolidated subsidiaries as of the SECrespective dates thereof and the consolidated results of operations of Parent and its consolidated subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. (a) Parent has Copies of all reports, registration statements, proxy statements and other documents filed all formsby Purchaser with the SEC since January 1, reports 2000 (the "Purchaser SEC Documents") have been made available to Seller for its review. All reports, statements and other documents required to be have been filed by Purchaser with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, the Parent SEC Reports filing): (i) were prepared each of the Purchaser SEC Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Purchaser SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent Purchaser SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present the consolidated financial position of Parent the Purchaser Corporations as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent the Purchaser Corporations for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent Premiere has timely filed and made available to TeleT all forms, reports and documents SEC Documents required to be filed with the SEC by Premiere since December 31, 1995 (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed Premiere SEC Reports"). Except as noted in such Parent SEC Reports, the Parent The Premiere SEC Reports (i) were prepared at the time filed, complied or will comply in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations promulgated under each of such respective Acts, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Premiere SEC Reports or necessary in order to make the statements thereinin such Premiere SEC Reports, in the light of the circumstances under which they were made, not misleading. (b) Except as noted thereinEach of the Premiere Financial Statements (including, the financial statementsin each case, including all any related notes and schedules, notes) contained in the Parent Premiere SEC Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP (or incorporated except to the extent required by reference therein) (i) changes in generally accepted accounting principles, as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly present presented in all material respects the consolidated financial position of Parent Premiere and its Subsidiary as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated in accordance with GAAP applied on a consistent basis throughout indicated, except that the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and (ii) which were not or are not expected to be material in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECamount or effect.

SEC Filings; Financial Statements. (a) Parent has made available to the Company accurate and complete copies of each report, registration statement (on a form other than Form S-8 or 8-A) and definitive proxy statement filed by Parent with the SEC between May 1, 1999 and the date of this Agreement, which are all forms, reports and the documents (other than preliminary material) that Parent was required to be file (or otherwise did file) with the SEC in accordance with Section 6(a) of the Securities Act or Sections 13, 14 and 15(d) of the Exchange Act since May 1, 1999 (collectively, the "PARENT'S SEC DOCUMENTS"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, the Parent SEC Reports filing): (i) were prepared each of the Parent's SEC Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, by the SEC thereunder; and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent's SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, The financial statements (including the financial statements, including all related notes and schedules, thereto) contained in the Parent Parent's SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments, which will not, individually or in the aggregate, be material in magnitude; and (iii) fairly present in all material respects the consolidated financial position of Parent as at of the respective dates thereof and the consolidated results of operations operations, shareholders' equity and cash flows of Parent for the periods indicated covered thereby. There has been no material change in accordance with GAAP applied on a consistent basis throughout the periods involved (Parent's accounting policies except for changes in accounting principles disclosed as described in the notes thereto) and subject in to the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reportsas part of Parent's final Prospectus dated July 30, complied in all material respects with applicable accounting requirements of the SEC1999.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1997 through the date of this Agreement (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent The SEC Reports (i) at the time they were prepared in accordance and filed, complied as of their respective dates 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 promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No subsidiary of Parent is required to file any form, report or other document with the SEC. (b) Except as noted thereinEach of the consolidated financial statements (including, the financial statementsin each case, including all related any notes and schedules, thereto) contained in the Parent SEC Reports was prepared in accordance with GAAP (or incorporated by reference thereinexcept as may be indicated in the notes thereto) (i) fairly present and each presented fairly, in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the respective periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved therein except as otherwise named therein (except for changes in accounting principles disclosed in the notes thereto) and subject subject, in the case of interim financial statements unaudited statements, to normal and recurring year-end adjustments and adjustments). (iic) in To the case knowledge of financial statements included in Parent SEC ReportsParent, complied in all material respects with applicable accounting requirements of no event has occurred within the SEC15 days immediately prior to the date hereof which is required to be reported on Form 8-K under the Securities Act.

SEC Filings; Financial Statements. (a) Parent has made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between January 1, reports 2001 and documents required to the date of this Agreement (the "Parent SEC Documents") which availability will be deemed satisfied if such Parent SEC Documents are available in final form on the SEC's website. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) fairly present complied as to form in all material respects with the consolidated financial position published rules and regulations of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (covered, except for changes in accounting principles disclosed as may be indicated in the notes thereto) to such consolidated financial statements and subject (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present in all material respects the consolidated financial position of Parent as of the respective dates thereof and the consolidated results of operations of Parent for the periods covered thereby, except that the unaudited interim financial statements were or when filed are subject to normal and recurring year-end adjustments and (ii) which were not or are not expected to be material in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECamount.

SEC Filings; Financial Statements. (a) Parent The Purchaser has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1997 through the date of this Agreement (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent The SEC Reports (i) at the time they were prepared in accordance and filed, complied as of their respective dates 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 promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No subsidiary of the Purchaser is required to file any form, report or other document with the SEC. (b) Except as noted thereinEach of the consolidated financial statements (including, the financial statementsin each case, including all related any notes and schedules, thereto) contained in the Parent SEC Reports was prepared in accordance with GAAP (or incorporated by reference thereinexcept as may be indicated in the notes thereto) (i) fairly present and each presented fairly, in all material respects, the consolidated financial position of Parent the Purchaser and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the respective periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved therein except as otherwise named therein (except for changes in accounting principles disclosed in the notes thereto) and subject subject, in the case of interim financial statements unaudited statements, to normal and recurring year-end adjustments and adjustments). (iic) in To the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements knowledge of the SECPurchaser, no event has occurred within the 15 days immediately prior to the date hereof which is required to be reported on Form 8-K under the Securities Act.

SEC Filings; Financial Statements. (a) Parent SUMMIT has timely filed and made available to CSB all forms, reports and documents SEC Documents required to be filed with the SEC by any SUMMIT Entity since December 31, 1993 (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SUMMIT SEC Reports"). Except as noted in such Parent SEC Reports, the Parent The SUMMIT SEC Reports (i) were prepared at the time filed, complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations promulgated under each of such respective Acts, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SUMMIT SEC Reports or necessary in order to make the statements thereinin such SUMMIT SEC Reports, in the light of the circumstances under which they were made, not misleading. No SUMMIT Subsidiary is required to file any SEC Documents. (b) Except as noted thereinEach of the SUMMIT Financial Statements (including, the financial statementsin each case, including all any related notes and schedules, notes) contained in the Parent SUMMIT SEC Reports, including any SUMMIT SEC Reports (or incorporated by reference therein) (i) fairly present filed after the consolidated financial position date of Parent this Agreement until the Effective Time, complied as at to form in all material respects with the respective dates thereof applicable published rules and regulations of the consolidated results of operations and cash flows of Parent for the periods indicated SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of SUMMIT and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and (ii) which were not or are not expected to be material in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECamount or effect.

SEC Filings; Financial Statements. (a) Parent has delivered to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between January 1, reports 1999 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"of this Agreement, then on the date of such filing). Except as noted in such Parent SEC Reports, each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and ). None of the rules and regulations promulgated under each of such respective Acts, and Parent SEC Documents (ii) did not at the time they were filed (as amended or if amended superceded by a filing prior to the date hereof as of the date of such amendmentthis Agreement) contain contains any untrue statement of a material fact or omit 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. (b) Except as noted therein, the The financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports Documents (or incorporated by reference therein) including the notes thereto): (i) fairly present complied as to form in all material respects with the consolidated financial position published rules and regulations of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated SEC applicable thereto; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (covered, except for changes in accounting principles disclosed as may be indicated in the notes thereto) to such financial statements and subject (in the case of interim unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal year-end adjustments audit adjustments; and (iiiii) in fairly present the case financial position of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements and its subsidiaries as of the SECrespective dates thereof and the results of operations of Parent for the periods covered thereby.

SEC Filings; Financial Statements. (a) Parent Purchaser has delivered to Seller accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Purchaser with the SEC between August 17, reports 1998 and documents required to be the date of this Agreement (together with Purchaser's registration statements on Form S-8, the "Terayon SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, the Parent SEC Reports filing): (i) were prepared each of the Terayon SEC Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Terayon SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent Terayon SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited 14. statements) as permitted by Form 10-Q of the Exchange Act, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present the consolidated financial position of Parent Purchaser and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent Purchaser and its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since October 31, 2002 through the date of this Agreement (collectively, the "“Parent SEC Reports", with such Parent SEC Reports ”). As of the respective dates they were filed with the SEC (and if amended or superceded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"of this Agreement, then on the date of such filing). Except as noted in such Parent SEC Reports, (i) the Parent SEC Reports (i) were prepared complied in accordance and complied as of their respective dates all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted thereinEach of the consolidated financial statements (including, the financial statementsin each case, including all related any notes and schedules, thereto) contained in the Parent SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated was prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved indicated (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject thereto or, in the case of interim unaudited statements, as permitted by Form 10-Q or 8-K promulgated by the SEC) and each presented fairly, in all material respects, the consolidated financial statements position of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not and (ii) are not expected, individually or in the case of financial statements included in Parent SEC Reportsaggregate, complied in all material respects with applicable accounting requirements of the SECto be material).

SEC Filings; Financial Statements. (a) Parent has timely filed all forms, reports and documents required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since June 30, 2003 (collectively, the "“Parent SEC Reports", with such Parent SEC Reports ”). As of the respective dates they were filed with the SEC (and if amended or superceded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"of this Agreement, then on the date of such filing). Except as noted in such Parent SEC Reports, (i) the Parent SEC Reports (i) were prepared complied in accordance and complied as of their respective dates all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has complied in all material respects with all federal and state securities laws. (b) Except as noted thereinEach of the consolidated financial statements (including, the financial statementsin each case, including all related any notes and schedules, thereto) contained in the Parent SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated was prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved indicated (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject thereto or, in the case of interim unaudited statements, as permitted by Form 10-Q or 8-K promulgated by the SEC) and each presented fairly, in all material respects, the consolidated financial statements position and results of operations of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not and (ii) are not expected, individually or in the case of financial statements included in Parent SEC Reportsaggregate, complied in all material respects with applicable accounting requirements of the SECto be material).

SEC Filings; Financial Statements. (a) Parent has timely filed all required forms, reports and documents required to be with the SEC since December 31, 2002, each of which has complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the dates such forms, reports, and documents were filed. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents, including, any financial statements or schedules included or incorporated by reference therein, complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports Documents for the year ending December 31, 2003 (or incorporated by reference therein) the “Parent Financial Statements”): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present the consolidated financial position of Parent and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. Apricus has delivered to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (aas defined below) Parent has and other statements, reports, schedules, forms and other documents filed by Apricus with the SEC since January 1, 2018 (the “Apricus SEC Documents”), other than such documents that can be obtained on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇. Except as set forth on Section 3.7(a) of the Apricus Disclosure Schedule, all formsmaterial statements, reports reports, schedules, forms and other documents required to be have been filed by Apricus or its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed of this Agreement, then on the date of such filing), each of the Apricus SEC Reports"). Except as noted Documents complied in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be) and, and the rules and regulations promulgated under each as of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as filed, none of the date of such amendment) contain Apricus SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the financial statements, including all related notes . The certifications and schedules, contained in the Parent SEC Reports (or incorporated statements required by reference therein) (i) fairly present Rule 13a-14 under the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments Exchange Act and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Apricus SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 3.7, 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.. 35 Exhibit 2.1

SEC Filings; Financial Statements. (a) Parent Delphi has filed all forms, reports and documents required to be filed the Delphi SEC Reports with the SEC (collectivelySEC, the "Parent SEC Reports", all of which complied when filed in all material respects with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates with the all applicable requirements of the Securities Act or and the Securities Exchange ActAct of 1934, as amended. The audited consolidated financial statements and unaudited consolidated interim financial statements of Delphi and its subsidiaries included or incorporated by reference in such Delphi SEC Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly, in all material respects, the financial position and results of operations and cash flows of Delphi and its subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated (except in the case may be, of all such financial statements that are interim financial statements for year-end adjustments and the rules and regulations promulgated under each absence of such respective Acts, and (ii) did not at footnote disclosures). Except to the time they were filed (extent that information contained in any Delphi SEC Report was revised or if amended superseded by a filing prior to the date hereof as later filed Delphi SEC Report, when filed, none of the date of such amendment) contain Delphi SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the financial statements, including all related notes and schedules, contained in the Parent SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SEC.

SEC Filings; Financial Statements. (a) Parent has filed all formsdelivered or otherwise made available to the Company accurate and complete copies (excluding copies of exhibits) of Parent’s Quarterly Reports on Form 10-Q for the quarters ended December 31, reports 2010 and documents required to be June 30, 2011, Final Proxy Statement dated July 7, 2011 and Annual Report on Form 10-K for the year ended March 31, 2011 (the “Parent SEC Documents”). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year- end audit adjustments; and (iii) fairly present the consolidated financial position of Parent and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent The Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1996 (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed Company SEC Reports"). Except as noted described in such Parent SEC ReportsSection 3.07 of the Company Disclosure Schedule, as of the Parent SEC Reports respective dates they were filed, (i) were prepared the Company SEC Reports complied in accordance and complied as of their respective dates all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is required to file any form, report or other document with the SEC. (b) Except as noted thereindescribed in Section 3.07 of the Company Disclosure Schedule, each of the consolidated financial statementsstatements (including, including all related in each case, any notes and schedules, thereto) contained in the Parent Company SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated was prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved indicated (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject thereto or, in the case of interim unaudited statements, as permitted by Form 10-Q under the Exchange Act) and each presented or will present fairly, in all material respects, the consolidated financial statements position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments and (ii) which are not expected to be material, individually or in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements aggregate). The balance sheet of the SECCompany contained in the Company SEC Reports as of December 31, 1998 is hereinafter referred to as the "Company Balance Sheet". (c) The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications (which have not yet been filed with the SEC but which are required to be filed) to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent Alcatel has filed all forms, reports and documents required to be filed by it pursuant to the Securities Act or the Exchange Act with the SEC Securities and Exchange Commission (the "SEC") since January 1, 2001 (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed Alcatel SEC Reports"). Except as noted in such Parent SEC Reports, the Parent The Alcatel SEC Reports (i) were prepared in accordance and complied as of their respective dates compliance in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Alcatel's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Except as noted thereinThe consolidated financial statements (including, in each case, the financial statements, including all related notes and schedules, thereto) contained in the Parent Alcatel SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated were prepared in accordance with French GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed as may be indicated therein or in the notes thereto) ), and subject fairly presents in all material respects the case consolidated financial position of Alcatel and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount and (ii) in the case of financial such statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECdo not contain notes required by French GAAP.

SEC Filings; Financial Statements. (a) All registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent has filed all forms, reports and documents required to be filed with the SEC since December 31, 1998 (collectively, the "Parent SEC ReportsDocuments") are available to the Company on ▇▇▇▇▇. All statements, with such reports, schedules, forms and other documents required to have been filed by Parent SEC Reports filed with the SEC since December 31, 1998 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, amendment or superseding filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports Documents (or incorporated by reference therein) the "Parent Financial Statements"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, material in amount), and (iii) fairly present presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. Section 4.8.1 Except as set forth in Section 4.8.1 of the Parent Diligence Letter: (a) Parent has timely filed all registration statements, prospectuses, forms, reports and documents required to be filed with by it under applicable securities Laws during the SEC past three years (collectively, the "“Parent SEC Reports", with such Filings”); and (b) each Parent SEC Reports Filing, at the time it was filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted SEC, complied in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beapplicable securities Laws, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not false or misleading, except to the extent corrected by a subsequent Parent SEC Filing filed prior to the Effective Time. Section 4.8.2 Parent has no Liabilities, except (a) Liabilities provided for in the Parent Financial Statements (other than Liabilities that, in accordance with GAAP, need not be disclosed); (b) Except Liabilities (including accounts payable) incurred since May 31, 2006 in the ordinary course of business consistent with past practice that are no greater than $2,500 in the aggregate; (c) such other Liabilities that are no more than $500 individually or $2,500 in the aggregate; or (d) as noted thereinset forth in Section 4.8.2 of the Parent Diligence Letter. To the Knowledge of Parent, there is no basis for the assertion against Parent or Merger Sub of any Liabilities not adequately reflected or reserved against in the Parent Financial Statements. Section 4.8.3 Each of the consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports Filings and each of the Parent Financial Statements (or incorporated including, in each case, any notes thereto) was prepared in accordance with GAAP applied (except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by reference thereinForm 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated (i) except as may be indicated in the notes thereto), and each presented fairly present the consolidated financial position of Parent as at of the respective dates thereof and for the consolidated respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments, which were not material). The books and records of Parent have been, and are being, maintained in accordance with applicable legal and accounting requirements, and fairly and accurately set out and disclose in all material respects the financial condition and results of operations and cash flows of Parent at the date hereof. All financial transactions relating to Parent have been accurately recorded in such books and records and the minute books of Parent contain all records of the meetings and proceedings of the Parent Board and the Parent Shareholders. Section 4.8.4 At the time of delivery pursuant to Section 5.15, the Parent Financial Statements will present fairly the financial condition and results of operations of Parent at such dates and for the respective periods indicated in such Parent Financial Statements and will have been prepared from, and in accordance with, the information contained in the books and records of Parent, which have been regularly kept and maintained in accordance with GAAP applied on a consistent basis throughout the periods involved (Parent’s normal and customary practices and applicable accounting practices, and will have been prepared in accordance with GAAP, except for changes in accounting principles disclosed as otherwise stated in the notes thereto. The Parent Financial Statements will not contain any items of a special or nonrecurring nature, except as expressly stated therein. Section 4.8.5 Except as set forth in Section 4.8.5 of the Parent Diligence Letter, since Parent’s quarterly report on Form 10-Q for the quarter ended August 31, 2006, neither Parent nor Merger Sub has incurred any material Liability of the type required to be set forth on a balance sheet of Parent or Merger Sub, or the notes thereto prepared in accordance with GAAP, except (a) Liabilities incurred in the ordinary course of business and consistent with past practice; (b) as may be shown, accrued or reserved against in the Parent SEC Filings or reflected in the Parent Financial Statements, or in the notes thereto; or (c) Liabilities incurred in connection with this Agreement; provided, that all Liabilities of the type described in clauses (a), (b) and subject (c) above would not, individually or in the case of interim financial statements to normal year-end adjustments aggregate, result in a Parent Material Adverse Effect and (ii) do not exceed in the case aggregate $50,000, and none of financial statements included such Liabilities results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, tort, breach of warranty, infringement or violation of Law. Section 4.8.6 There are no outstanding loans by Parent SEC Reports, complied in all material respects with applicable accounting requirements to any of the SECParent Shareholders or to any director or officer of Parent. Section 4.8.7 Except as set forth in Section 4.8.7 of the Parent Diligence Letter, Parent is in compliance with Rule 13a-15 under the Exchange Act.

SEC Filings; Financial Statements. (aA) Parent has delivered or made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed all formsby Parent with the SEC since January 1, reports 2004 (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed by Parent with the SEC since January 1, 2004 have been so filed on a timely basis. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (bB) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained or incorporated by reference in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount); and (iii) fairly present the consolidated financial position of Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent has made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed all formsby Parent with the SEC since January 1, reports 2002 (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to be have been filed by Parent with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present in all material respects the consolidated financial position of Parent and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods indicated covered thereby. (c) Parent has timely filed all certifications and statements required by (x) Rule 13a-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act ▇▇ ▇▇▇▇) ▇▇▇▇ respect to any Parent SEC Documents. Parent maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. (d) Parent has in place internal controls over financial reporting that are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP applied on a consistent basis throughout and include policies and procedures that: (i) pertain to the periods involved (except for changes maintenance of records that in accounting principles disclosed in reasonable detail accurately reflect the notes thereto) transactions and subject in dispositions of the case assets of interim financial statements to normal year-end adjustments and Parent; (ii) in the case provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements included in accordance with GAAP, and that receipts and expenditures of Parent SEC Reports, complied are being made only in all material respects accordance with applicable accounting requirements authorization of management and the advisors of Parent; and (iii) provide reasonable assurance regarding prevention or timely detection of the SECunauthorized acquisition, use or disposition of the assets of Parent that could have a material effect on the financial statements. (e) Since January 1, 2002, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of Parent, the board of directors of Parent or any committee thereof, other than ordinary course audits or review of accounting polices and practices or internal controls required by the Sarbanes-Oxley Act ▇▇ ▇002.

SEC Filings; Financial Statements. (a) Parent has delivered to the Company or made publicly available accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between January 1, reports 2003 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; (iii) fairly present the consolidated financial position of Parent and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments covered thereby; and (iiiv) in are consistent with the case books and records of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECrespects.

SEC Filings; Financial Statements. (a) Parent has filed all formsdelivered or otherwise made available to the Company accurate and complete copies (excluding copies of exhibits) of Parent's Quarterly Reports on Form 10-Q for the quarters ended March 31, reports 2000 and documents required to be December 31, 1999, Final Proxy Statement dated January 3, 2000 and Annual Report on Form 10-K for the year ended September 30, 1999 (the "Parent SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present the consolidated financial position of Parent and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent Transcend has delivered to the Company and the Shareholders accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Transcend with the SEC between January 1, reports 1997 and documents required to be the date of this Agreement (the "Transcend SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling), (i) contain each of the Transcend SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933 or the Exchange Act of 1934 (as the case may be); and (ii) none of the Transcend SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent Transcend SEC Reports (or incorporated by reference therein) Documents (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments (which will not, individually or in the aggregate, be material in magnitude); and (iii) fairly present the consolidated financial position of Parent Transcend as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent Transcend for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (aA) Parent has made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed all formsby Parent with the SEC since January 1, reports 2002 (the "PARENT SEC DOCUMENTS"). All statements, reports, schedules, forms and other documents required to be have been filed by Parent with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (bB) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present in all material respects the consolidated financial position of Parent and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods indicated covered thereby. (C) Parent has timely filed all certifications and statements required by (x) Rule 13a-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with respect to any Parent SEC Documents. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ns disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. (D) Parent has in place internal controls over financial reporting that are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP applied on a consistent basis throughout and include policies and procedures that: (i) pertain to the periods involved (except for changes maintenance of records that in accounting principles disclosed in reasonable detail accurately reflect the notes thereto) transactions and subject in dispositions of the case assets of interim financial statements to normal year-end adjustments and Parent; (ii) in the case provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements included in accordance with GAAP, and that receipts and expenditures of Parent SEC Reports, complied are being made only in all material respects accordance with applicable accounting requirements authorization of management and the advisors of Parent; and (iii) provide reasonable assurance regarding prevention or timely detection of the SECunauthorized acquisition, use or disposition of the assets of Parent that could have a material effect on the financial statements. (E) Since January 1, 2002, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of Parent, the board of directors of Parent or any committee thereof, other than ordinary course audits or review of accounting polices and practices or internal controls required by the Sarbanes-Oxley Act of 2002.

SEC Filings; Financial Statements. (ai) Parent has made available to the Company and the Stockholders a correct and complete copy of each report filed by Parent with the Securities and Exchange Commission (the “SEC”) (the “Parent SEC Reports”), on or since February 8, 2005, which are all the forms, reports and documents required to be filed by Parent with the SEC (collectively, since such date. As of their respective dates the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports : (i) were prepared in accordance and complied as of their respective dates in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of the SEC thereunder applicable to such respective ActsParent SEC Reports, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date hereof as of this Agreement then on the date of such amendmentfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed. To the knowledge of Parent, Plan Sponsor (b) Except as noted therein, the financial statements, including all related notes and schedules, contained defined in the Parent SEC Reports Reports) has complied, and will continue to comply, with all of its obligations under the Plan (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed defined in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SEC).

SEC Filings; Financial Statements. (a) Parent has filed and made available to Targets all forms, reports and documents SEC Documents required to be filed with the SEC by Parent, (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports")) . Except as noted in such Parent SEC Reports, the The Parent SEC Reports (i) were prepared at the time filed or published, complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations promulgated under each of such respective Acts, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any reports or other documents with the SEC. (b) Except as noted thereinEach of the Parent Financial Statements (including, the financial statementsin each case, including all any related notes and schedules, notes) contained in the Parent SEC Reports (Reports, filed or incorporated by reference therein) (i) fairly present published after the consolidated financial position date of Parent this Agreement until the Effective Time, complied as at to form in all material respects with the respective dates thereof applicable published rules and regulations of the consolidated results of operations and cash flows of Parent for the periods indicated SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of Parent and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and (ii) which were not or are not expected to be material in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECamount or effect.

SEC Filings; Financial Statements. (a) Parent Western has filed all forms, reports and documents required to be filed by it with the SEC Securities and Exchange Commission (the "SEC") since January 20, 2004 (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed Western SEC Reports"). Except as noted in such Parent SEC Reports, the Parent The Western SEC Reports (i) were prepared in all material respects in accordance and complied as of their respective dates with either the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not not, at the time they were filed (or filed, or, if amended by a filing prior to the date hereof amended, as of the date of such amendment) , contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Western Subsidiary is required to file any form, report or other document with the SEC. (b) Except as noted thereinEach of the consolidated financial statements (including, the financial statementsin each case, including all related any schedules and notes and schedules, thereto) contained in the Parent Western SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated was prepared in accordance with GAAP United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods involved indicated (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject thereto or, in the case of interim unaudited statements, as permitted by Form 10-QSB of the SEC) and each fairly presents, in all material respects, the consolidated financial statements position, results of operations and cash flows of Western and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and could not reasonably be expected to have, a Western Material Adverse Effect). (c) Except as and to the extent set forth on the consolidated balance sheet of Western and the consolidated Western Subsidiaries as at December 31, 2004, including the notes thereto (the "Western Balance Sheet"), neither Western nor any Western Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet prepared in accordance with U.S. GAAP, except for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since December 31, 2004, which are not, individually or in the aggregate, material to Western and the Western Subsidiaries taken as a whole. (d) Western has heretofore furnished to Romarco complete and correct copies of all amendments and modifications that have not been filed by Western with the SEC to all agreements, documents and other instruments that previously had been filed by Western with the SEC and are currently in effect. (e) Western has made available to Romarco all comment letters received by Western from the SEC or the staff thereof since January 20, 2004 and all responses to such comment letters filed by or on behalf of Western. (f) To Western's knowledge, each director and executive officer of Western has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act since January 20, 2004. (g) Western has timely filed and made available to Romarco all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with respect to any Western SEC Report. ▇▇▇▇▇▇▇ ▇▇▇▇tains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Western and the Western Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Western's SEC filings and other public disclosure documents. Western has made available to Romarco complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. As used in this Section 3.07, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (h) Western maintains and will continue to maintain a standard system of accounting established and administered in accordance with U.S. GAAP. Western and the Western Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) in the case transactions are recorded as necessary to permit preparation of financial statements included in Parent conformity with U.S. GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Western has made available to Romarco complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. (i) Since December 31, 2002, neither Western nor any Western Subsidiary nor, to Western's knowledge, any director, officer, employee, auditor, accountant or representative of Western or any Western Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Western or any Western Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Western or any Western Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing Western or any Western Subsidiary, whether or not employed by Western or any Western Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Western or any of its officers, directors, employees or agents to the Western Board or any committee thereof or to any director or officer of Western. Since December 31, 2002, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Western Board or any committee thereof. (j) To the knowledge of Western, no employee of Western or any Western Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither Western nor any Western Subsidiary nor any officer, employee, contractor, subcontractor or agent of Western or any such Western Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Western or any Western Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. ss. 1514A(a). (k) All accounts receivable of Western and the Western Subsidiaries reflected on the Western Balance Sheet or arising thereafter have arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with SEC Reportsregulations and U.S. GAAP applied on a consistent basis and are not subject to valid defenses, complied setoffs or counterclaims. Western's reserve for contractual allowances and doubtful accounts is adequate and has been calculated in a manner consistent with past practices. Since the date of the Western Balance Sheet, neither Western nor any of the Western Subsidiaries has modified or changed in any material respect its sales practices or methods including, without limitation, such practices or methods in accordance with which Western or any of the Western Subsidiaries record sales. (l) Except as otherwise disclosed in Section 3.07(l) of the Western Disclosure Schedule, all accounts payable of Western and the Western Subsidiaries reflected on the Western Balance Sheet or arising thereafter are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since the date of the Western Balance Sheet, Western and the Western Subsidiaries have not altered in any material respects their practices for the payment of such accounts payable, including the timing of such payment. (m) All asset retirement obligations of Western and the Western Subsidiaries reflected on the Western Balance Sheet are recorded in accordance with applicable accounting requirements SEC regulations and U.S. GAAP. Western's reserve for asset retirement obligations is adequate and has been calculated in a manner consistent with past practices. Since the date of the SECWestern Balance Sheet, neither Western nor any of the Western Subsidiaries has modified or changed in any material respect its practices or methods in accordance with which Western records asset retirement obligations.

SEC Filings; Financial Statements. (a) Parent has filed with the SEC and heretofore made available to the Company all forms, reports and documents required to be filed by it with the SEC since January 1, 2011 (the “Parent SEC Documents”). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Parent meets the registrant requirements to use, and is eligible to use, Form S-3 for the registration under the Securities Act of the resale of Parent Common Stock contemplated to be issued pursuant to the Merger in accordance with this Agreement. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) fairly present complied as to form in all material respects with the consolidated financial position published rules and regulations of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (covered, except for changes in accounting principles disclosed as may be indicated in the notes thereto) to such financial statements and subject (in the case of interim unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal year-end adjustments audit adjustments; and (iiiii) in fairly present the case consolidated financial position of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements and its subsidiaries as of the SECrespective dates thereof and the consolidated results of operations of Parent and its subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. (a) Parent Apricus has delivered to the Company accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Apricus with the SEC since January 1, 2018 (the “Apricus SEC Documents”), other than such documents that can be obtained on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇. Except as set forth on Section 3.7(a) of the Apricus Disclosure Schedule, all formsmaterial statements, reports reports, schedules, forms and other documents required to be have been filed by Apricus or its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed of this Agreement, then on the date of such filing), each of the Apricus SEC Reports"). Except as noted Documents complied in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be) and, and the rules and regulations promulgated under each as of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as filed, none of the date of such amendment) contain Apricus SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Apricus SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 3.7, 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. (b) Except as noted therein, the The financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports (or incorporated by reference therein) in the Apricus SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, except as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present present, in all material respects, the consolidated financial position of Parent Apricus as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent Apricus for the periods indicated covered thereby. Other than as expressly disclosed in the Apricus SEC Documents filed prior to the date hereof, there has been no material change in Apricus’ accounting methods or principles that would be required to be disclosed in Apricus’ financial statements in accordance with GAAP applied on GAAP. The books of account and other financial records of Apricus and each of its Subsidiaries are true and complete in all material respects. (c) Apricus’ independent registered accounting firm has at all times since the date Apricus become subject to the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a consistent basis throughout registered public accounting firm (as defined in Section 2(a)(12) of the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year▇▇▇▇▇▇▇▇-end adjustments and ▇▇▇▇▇ Act); (ii) to the Knowledge of Apricus, “independent” with respect to Apricus within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of Apricus, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) Except as set forth on Section 3.7(d) of the Apricus Disclosure Schedule, Apricus has not received any comment letter from the SEC or the staff thereof or any correspondence from officials of Nasdaq or the staff thereof relating to the delisting or maintenance of listing of the Apricus Common Stock on Nasdaq. Apricus has not disclosed any unresolved comments in the case Apricus SEC Documents. (e) Since January 1, 2015, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial statements included officer, or general counsel of Apricus, the Apricus Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Except as set forth in Parent SEC ReportsSection 3.7(f) of the Apricus Disclosure Schedule, complied Apricus is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and governance rules and regulations of Nasdaq. (g) Apricus maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance (i) that Apricus maintains records that in reasonable detail accurately and fairly reflect Apricus’ transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Apricus Board, and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Apricus’ assets that could have a material effect on Apricus’ financial statements. Apricus has evaluated the effectiveness of Apricus’ internal control over financial reporting as of December 31, 2017, and, to the extent required by applicable Law, presented in any applicable Apricus SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Apricus has disclosed to Apricus’ independent registered accounting requirements firm and the Audit Committee of the Apricus Board (and made available to the Company a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses, if any, in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Apricus’ ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Apricus’ internal control over financial reporting. Apricus has not identified any material weaknesses in the design or operation of Apricus’ internal control over financial reporting. (h) Apricus’ “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Apricus in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Apricus’ management as appropriate to allow timely decisions regarding required disclosure and to make the Certifications.

SEC Filings; Financial Statements. (a) Parent has delivered or made available to the Company (including through the SEC ▇▇▇▇▇ system) accurate and complete copies (including copies of exhibits, subject to confidential treatment requests that have been submitted to the SEC) of each report, schedule, registration statement and definitive proxy statement filed all formsby Parent with the SEC between January 1, reports 1999 and documents required to be the date of this Agreement (the “Parent SEC Documents”). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at none of the time Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were filed (made, not misleading. Since June 30, 2002, there has not occurred any material adverse event, condition or if amended by a filing prior circumstance related to Parent that would cause the date hereof as of the date of such amendment) Parent SEC Reports to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except misleading as noted therein, the financial statements, including all related notes and schedules, contained in the Parent SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECdate of this Agreement.

SEC Filings; Financial Statements. Chordiant has made available to the Sellers accurate and complete copies (aexcluding copies of exhibits) Parent has of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Chordiant with the SEC between December 6, reports 1999 and documents required to be the date of this Agreement (the "Chordiant SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, the Parent SEC Reports filing): (i) were prepared each of the Chordiant SEC Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Chordiant SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the . The consolidated financial statements, including all related notes and schedules, statements contained in the Parent Chordiant SEC Reports (or incorporated by reference therein) Documents: (i) complied as of the date of filing of such Chordiant SEC Documents to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments (which are not reasonably expected to be, individually or in the aggregate, material in amount); and (iii) fairly present the consolidated financial position of Parent Chordiant and its subsidiaries as at of the respective dates thereof and the consolidated results of operations of Chordiant and cash flows of Parent its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) All registration statements, proxy statements and other statements, reports, schedules, forms (including exhibits) and other documents filed by Parent has filed all forms, reports and documents required to be filed with the SEC since January 1, 1999 (collectively, the "Parent SEC ReportsDocuments") are available to Company on EDGAR. All statements, with such ▇▇▇▇▇ts, schedules, forms and other documents required to have been filed by Parent SEC Reports filed with the SEC since January 1, 1999 have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, amendment or superseding filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports Documents (or incorporated by reference therein) the "Parent Financial Statements"): (i) fairly present complied as to form in all material respects with the consolidated financial position published rules and regulations of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved covered (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements or, in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reportsunaudited statements, complied in all material respects with applicable accounting requirements of the SEC.as

SEC Filings; Financial Statements. (a) Parent has delivered to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between July 1, reports 1998 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (as of their respective dates, or if amended by a filing prior to the date hereof as of the date of such amendment) contain any amendment thereto, none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The audited financial statements, including all related notes statements and schedules, contained unaudited interim financial statements of Parent included (or incorporated by reference) in the Parent SEC Reports Documents have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (or incorporated by reference therein) (i) except as may be indicated in the notes thereto), are accurate and complete in all material respects and fairly present the consolidated financial position of Parent as at of the respective dates thereof and the consolidated results of Parent's operations and cash flows of Parent the changes in Parent's consolidated financial position for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject then ended, in the case of the unaudited interim financial statements subject to normal year-end audit adjustments and (ii) which will not, individually or in the case of aggregate, be material in magnitude. Such unaudited interim financial statements included in Parent SEC Reports, complied in reflect all material respects with applicable accounting requirements adjustments necessary to present a fair statement of the SECresults for the interim periods presented.

SEC Filings; Financial Statements. (a) Parent has delivered to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between July 1, reports 1999 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (as of their respective dates, or if amended by a filing prior to the date hereof as of the date of such amendment) contain any amendment thereto, none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The audited financial statements, including all related notes statements and schedules, contained unaudited interim financial statements of Parent included (or incorporated by reference) in the Parent SEC Reports Documents have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (or incorporated by reference therein) (i) except as may be indicated in the notes thereto), are accurate and complete in all material respects and fairly present the consolidated financial position of Parent as at of the respective dates thereof and the consolidated results of Parent's operations and cash flows of Parent the changes in Parent's consolidated financial position for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject then ended, in the case of the unaudited interim financial statements subject to normal year-end audit adjustments and (ii) which will not, individually or in the case of aggregate, be material in magnitude. Such unaudited interim financial statements included in Parent SEC Reports, complied in reflect all material respects with applicable accounting requirements adjustments necessary to present a fair statement of the SECresults for the interim periods presented.

SEC Filings; Financial Statements. (a) Parent has filed with the SEC and has delivered or made available to Company (including through the SEC ▇▇▇▇▇ system) accurate and complete copies (excluding copies of exhibits) of all formsdocuments, reports including each report, registration statement and documents definitive proxy statement required to be filed by Parent with the SEC since September 30, 1999 (the "PARENT SEC DOCUMENTS"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling): (i) contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the UNITED STATES 1933 ACT or the UNITED STATES 1934 ACT (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments); and (iii) fairly present the consolidated financial position of Parent and its Subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its Subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent has Copies of all reports, registration statements, proxy statements and other documents filed all formsby Purchaser with the SEC (the "Purchaser SEC Documents") have been made available to Sellers for its review. All reports, reports statements and other documents required to be have been filed by Purchaser with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, the Parent SEC Reports filing): (i) were prepared each of the Purchaser SEC Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Purchaser SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent Purchaser SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present the consolidated financial position of Parent Purchaser as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent Purchaser for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent has made available to the Company, by directing the Company to the SEC’s online ▇▇▇▇▇ database, each report, registration statement and definitive proxy statement filed all forms, reports and documents required to be filed by Parent with the SEC since November 1, 2004 (collectively, the "“Parent SEC Reports"Documents”). Since November 1, with such 2004, Parent SEC Reports filed has timely made all filings with the SEC prior to required under the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each . As of such respective Acts, and (ii) did not at the time they were it was filed with the SEC (or or, if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling): (i) contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) fairly present complied as to form in all material respects with the consolidated financial position published rules and regulations of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (covered, except for changes in accounting principles disclosed as may be indicated in the notes thereto) to such financial statements and subject (in the case of interim unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes as permitted by Form 10-Q and the Exchange Act, and are subject to normal year-end adjustments audit adjustments; and (iiiii) in the case of financial statements included in Parent SEC Reports, complied are accurate and complete in all material respects with applicable accounting requirements and present fairly the consolidated financial position of Parent and its subsidiaries as of the SECrespective dates thereof and the consolidated results of operations of Parent and its subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports reports, statements and documents required to be filed with the SEC Securities and Exchange Commission (the "SEC") since the date of its initial public offering of Parent Common Stock (collectively, the "Parent SEC Reports"), with such Parent SEC Reports filed each of which has complied in all material respects with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates with the applicable requirements of the Securities Act or the Exchange Act, each as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to in effect on the date hereof as so filed. None of the date of such amendment) contain Parent SEC Reports contained when filed any untrue statement of a material fact or omit omitted or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, All of the financial statements, including all related notes and schedules, contained statements included in the Parent SEC Reports Reports, in each case including any related notes thereto, as filed with the SEC (or incorporated by reference therein) (i) fairly present collectively, the consolidated financial position of "Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated Financial Statements"), have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed as may be indicated in the notes thereto) thereto and subject subject, in the case of interim the unaudited statements, to normal, recurring audit adjustments) and fairly present the consolidated financial statements to normal year-end adjustments position of Parent and (ii) its subsidiaries at the respective date thereof and the consolidated results of its operations and changes in cash flows for the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECperiods indicated.

SEC Filings; Financial Statements. (a) Parent has delivered to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between January 1, reports 1998 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Closing Date, no material deficiencies have been asserted by the SEC with respect to the Parent SEC Documents. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present the consolidated financial position of Parent and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent has filed all formsor furnished, reports as applicable, with the Securities and documents Exchange Commission (the “SEC”) each report, registration statement and definitive proxy statement required to be filed by Parent with the SEC between August 1, 2007 and the date of this Agreement (collectively, the "“Parent SEC Reports", with such Documents”). Each of Parent SEC Reports filed Documents complied in all material respects with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not none of Parent SEC Documents at the time they were filed (or if amended by a of filing prior to the date hereof as of the date of such amendment) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the . The financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q or Form 10-QSB, as applicable, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present presented the consolidated financial position of Parent as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECperiod covered thereby.

SEC Filings; Financial Statements. (a) Parent Undisclosed LiabilitiesBAER has filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, reports statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 24, 2023 (collectivelythe “▇▇▇▇ SEC Documents”). True and complete copies of all the ▇▇▇▇ SEC Documents are publicly available on ▇▇▇▇▇, other than any correspondences to the "Parent SEC Reports"SEC, with to the extent such Parent SEC Reports filed with filings are not publicly available as of the SEC date hereof. Except as otherwise disclosed by management of ▇▇▇▇ to the Shareholders during due diligence, as of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date hereof being referred to hereof, as "Parent Filed 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 ▇▇▇▇ SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and Documents complied as of their respective dates to form in all material respects with the applicable requirements of the Securities Act or Act, the Securities Exchange Act, as and the case may be▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the rules and regulations promulgated under each of the SEC thereunder applicable to such respective Acts▇▇▇▇ SEC Documents. None of the ▇▇▇▇ SEC Documents, and (ii) did not including any financial statements, schedules, or exhibits included or incorporated by reference therein at the time they were filed (or or, if amended or superseded by a subsequent filing prior to the date hereof hereof, as of the date of the last such amendment) contain amendment or superseding filing), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except . To the Knowledge of ▇▇▇▇, except as noted thereinset forth on Schedule 4.7, none of the financial statements▇▇▇▇ SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the ▇▇▇▇ SEC Documents. None of ▇▇▇▇’▇ subsidiaries is required to file or furnish any forms, including all related notes reports, or other documents with the SEC and schedulesneither ▇▇▇▇ nor any of its subsidiaries is required to file or furnish any forms, contained in the Parent SEC Reports reports, or other documents with any securities regulation (or incorporated by reference thereinsimilar) (i) fairly present the consolidated financial position regime of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal yearnon-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECUnited States Authority.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 2007 through the date of this Agreement (collectively, the "“Parent SEC Reports", with such Parent SEC Reports ”). As of the respective dates they were filed with the SEC (and if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"of this Agreement, then on the date of such filing). Except as noted in such Parent SEC Reports, (i) the Parent SEC Reports (i) were prepared complied in accordance and complied as of their respective dates all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted thereinEach of the consolidated financial statements (including, the financial statementsin each case, including all related any notes and schedules, thereto) contained in the Parent SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated was prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved indicated (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject thereto or, in the case of interim unaudited statements, as permitted by Form 10-Q or 8-K promulgated by the SEC) and each presented fairly, in all material respects, the consolidated financial statements position of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not and (ii) are not expected, individually or in the case of financial statements included in aggregate, to have a Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECMaterial Adverse Effect).

SEC Filings; Financial Statements. (a) Parent UPC has filed and made available to Leader all forms, reports and documents SEC Documents required to be filed with the SEC by UPC since December 31, 1992 (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed UPC SEC Reports"). Except as noted in such Parent SEC Reports, the Parent The UPC SEC Reports (i) were prepared at the time filed, complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such UPC SEC Reports or necessary in order to make the statements thereinin such UPC SEC Reports, in the light of the circumstances under which they were made, not misleading. Except for UPC Subsidiaries that are registered as a broker, dealer, or investment advisor, none of UPC's Subsidiaries is required to file any SEC Documents. (b) Except as noted thereinEach of the UPC Financial Statements (including, the financial statementsin each case, including all any related notes and schedules, notes) contained in the Parent UPC SEC Reports, including any UPC SEC Reports (or incorporated by reference therein) (i) fairly present filed after the consolidated financial position date of Parent this Agreement until the Effective Time, complied as at to form in all material respects with the respective dates thereof applicable published rules and regulations of the consolidated results of operations and cash flows of Parent for the periods indicated SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of UPC and its Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and (ii) which were not or are not expected to be material in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECamount or effect.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 2008 through the date of this Agreement (collectively, the "“Parent SEC Reports", with such Parent SEC Reports ”). As of the respective dates they were filed with the SEC (and if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"of this Agreement, then on the date of such filing). Except as noted in such Parent SEC Reports, (i) the Parent SEC Reports (i) were prepared complied in accordance and complied as of their respective dates all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted thereinEach of the consolidated financial statements (including, the financial statementsin each case, including all related any notes and schedules, thereto) contained in the Parent SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject thereto or, in the case of interim unaudited statements, as permitted by Form 10-Q or 8-K promulgated by the SEC) and each presented fairly, in all material respects, the consolidated financial statements to normal year-end adjustments position of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (ii) subject, in the case of financial statements included in Parent SEC Reportsunaudited statements, complied in all material respects with applicable accounting requirements of the SECto normal and recurring year-end adjustments).

SEC Filings; Financial Statements. (a) Parent UPC has filed and made available to SFC all forms, reports and documents SEC Documents required to be filed with the SEC by UPC since December 31, 1993 (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed UPC SEC Reports"). Except as noted in such Parent SEC Reports, the Parent The UPC SEC Reports (i) were prepared at the time filed, complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such UPC SEC Reports or necessary in order to make the statements thereinin such UPC SEC Reports, in the light of the circumstances under which they were made, not misleading. Except for UPC Subsidiaries that are registered as a broker, dealer, or investment advisor, none of UPC's Subsidiaries is required to file any SEC Documents. (b) Except as noted thereinEach of the UPC Financial Statements (including, the financial statementsin each case, including all any related notes and schedules, notes) contained in the Parent UPC SEC Reports, including any UPC SEC Reports (or incorporated by reference therein) (i) fairly present filed after the consolidated financial position date of Parent this Agreement until the Effective Time, complied as at to form in all material respects with the respective dates thereof applicable published rules and regulations of the consolidated results of operations and cash flows of Parent for the periods indicated SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of UPC and its Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and (ii) which were not or are not expected to be material in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECamount or effect.

SEC Filings; Financial Statements. (a) Parent has delivered or made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between January 1, reports 1997 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present the consolidated financial position of Parent and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent CNU has delivered or made available to Sellers accurate and complete copies of each report and definitive proxy statement filed all formsby CNU with the Securities and Exchange Commission under the Exchange Act since June 30, reports 2004 (the “CNU SEC Documents”). All statements, reports, schedules, forms and other documents required to be have been filed by CNU with the Securities and Exchange Commission under the Exchange Act since June 30, 2004 have been so filed. As of the time it was filed with the SEC Securities and Exchange Commission (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling): (i) contain each of the CNU SEC Documents complied in all material respects with the applicable requirements of the Exchange Act; and (ii) none of the CNU SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements of CNU contained in the Parent CNU SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) were prepared in accordance with GAAP throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the Securities and Exchange Commission, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) fairly present the consolidated financial position of Parent CNU and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations of CNU and cash flows of Parent its consolidated subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent Purchaser has filed all formswith the SEC and has heretofore made available to the Seller true and complete copies of each report, reports registration statements and documents definitive proxy statement required to be filed with by Purchaser from December 31, 1998 until the SEC date of this Agreement under the Exchange Act (collectively, the "Parent Purchaser SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC ReportsDocuments"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as As of their respective dates or, if amended, as of the date of the last such amendment, the Purchaser SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be), and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent Purchaser SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments (which will not, individually or in the aggregate, be material in magnitude); and (iii) fairly present the consolidated financial position of Parent Purchaser and its subsidiaries as at of the respective dates thereof and the consolidated results of operations of Purchaser and cash flows of Parent its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent Premiere has timely filed and made available to VoiceCom and each of the Shareholders all forms, reports and documents SEC Documents required to be filed with the SEC by Premiere since December 31, 1992 (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed Premiere SEC Reports"). Except as noted in such Parent SEC Reports, the Parent The Premiere SEC Reports (i) were prepared at the time filed, complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations promulgated under each of such respective Acts, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Premiere SEC Reports or necessary in order to make the statements thereinin such Premiere SEC Reports, in the light of the circumstances under which they were made, not misleading. No Premiere Subsidiary is required to file any SEC Documents. (b) Except as noted thereinEach of the Premiere Financial Statements (including, the financial statementsin each case, including all any related notes and schedules, notes) contained in the Parent Premiere SEC Reports, including any Premiere SEC Reports (or incorporated by reference therein) (i) fairly present filed after the consolidated financial position date of Parent this Agreement until the Closing Date, complied as at to form in all material respects with the respective dates thereof applicable published rules and regulations of the consolidated results of operations and cash flows of Parent for the periods indicated SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of Premiere and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and (ii) which were not or are not expected to be material in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECamount or effect.

SEC Filings; Financial Statements. (ai) Parent SPSS has made available to the Buyer accurate and complete copies of each report, registration statement and definitive proxy statement filed all formsby SPSS with the SEC since August 4, reports and documents required to be 1993 (the "SPSS SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling): (a) contain each of the SPSS SEC Documents complied in all material respects with the applicable requirements of the 1933 Act or the 1934 Act (as defined herein), as the case may be; and (b) none of the SPSS SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts or other documents of SPSS that are required to be filed as exhibits to the SPSS SEC Documents which have not been filed. (bii) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SPSS SEC Reports Documents: (or incorporated by reference thereina) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ib) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (covered, except for changes in accounting principles disclosed as may be indicated in the notes thereto) to such financial statements and subject (in the case of interim unaudited statements) as permitted by Form 10-Q promulgated by the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal year-end audit adjustments and (ii) which are not reasonably expected to be, individually or in the case of financial statements included in Parent SEC Reportsaggregate, complied in all material respects with applicable accounting requirements of the SEC.in

SEC Filings; Financial Statements. (a) Parent has filed and made available to the Company or its legal counsel all forms, reports and documents required to be filed by Parent with the SEC (collectively, the "Parent SEC Reports") since January 1, with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports")1995. Except as noted in such Parent SEC Reports, the The Parent SEC Reports (i) were prepared at the time filed, complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof as of subsequent filing, then on the date of such amendmentfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.required (b) Except as noted thereinEach of the consolidated financial statements (including, the financial statementsin each case, including all any related notes and schedules, notes) contained in the Parent SEC Reports, including any Parent SEC Reports (filed from the date of this Agreement until the Closing, complied or incorporated by reference therein) (i) fairly present will comply in all material respects with the consolidated financial position applicable published rules and regulations of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated SEC with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q or 8-K promulgated by the SEC), and fairly presented or will fairly present the consolidated financial position of Parent and its Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and (ii) which were not or are not expected to be material in amount. The unaudited consolidated balance sheet of Parent as of September 30, 1997 is referred to herein as the case of financial statements included in "Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECBalance Sheet."

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 2000 through the date of this Agreement (collectively, the "“Parent SEC Reports", with such Parent SEC Reports ”). As of the respective dates they were filed with the SEC (and if amended or superceded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"of this Agreement, then on the date of such filing). Except as noted in such Parent SEC Reports, (i) the Parent SEC Reports (i) were prepared complied in accordance and complied as of their respective dates all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted thereinEach of the consolidated financial statements (including, the financial statementsin each case, including all related any notes and schedules, thereto) contained in the Parent SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated was prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved indicated (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject thereto or, in the case of interim unaudited statements, as permitted by Form 10-Q or 8-K promulgated by the SEC) and each presented fairly, in all material respects, the consolidated financial statements position of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments and (ii) which would not, individually or in the case of financial statements included in aggregate, have a Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECMaterial Adverse Effect).

SEC Filings; Financial Statements. (a) Parent has delivered, or made available to the Company via the Securities and Exchange Commission's web site www.sec.gov, accurat▇ ▇▇▇ ▇▇▇▇▇ete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy and information statements filed all forms, reports and documents required to be filed by Parent with the SEC (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, the "Parent SEC ReportsDocuments"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with such the SEC have been so filed. Except as set forth in the Parent SEC Reports Disclosure Schedule, as of the time it was filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports(or, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling): (i) contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There is no fact, event or circumstance that has occurred since the date of the last Parent SEC Document, or that now exists, that (i) would have been required to be disclosed in a Parent SEC Document, if it had occurred prior to the date thereof, or (ii) has had a material adverse effect individually or in the aggregate on the business, finances, operations or prospects of Parent. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP and the PCAOB standards applied on a consistent basis throughout the periods covered except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC; and (iii) fairly present present, in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods indicated in accordance with GAAP applied covered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included. (c) Except as set forth on a consistent basis throughout the periods involved (Parent Disclosure Schedule, Parent does not have any Liabilities, except for changes (i) Liabilities expressly stated in accounting principles disclosed the most recent balance sheet included in the Parent SEC Documents or the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and , or (ii) Liabilities which do not exceed $25,000 in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECaggregate.

SEC Filings; Financial Statements. (a) Parent USTT has filed all forms, reports and documents required to be filed by it under the Exchange Act (as defined below) with the SEC Securities and Exchange Commission (the "SEC") since January 1, 2001 through the date of this Agreement (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC ReportsREPORTS"). Except as noted in such Parent SEC ReportsAs of the respective dates they were filed, the Parent SEC Reports (i) the SEC Reports were prepared in all material respects, in accordance and complied as of their respective dates with the requirements of the Securities Act or the Securities Exchange ActAct of 1934, as the case may be, and amended (together with the rules and regulations promulgated under each of such respective Actsthereunder, the "EXCHANGE ACT"), and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain SEC Reports contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted thereinEach of the consolidated financial statements (including, the financial statementsin each case, including all related any notes and schedules, thereto) contained in the Parent SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject thereto or, in the case of interim unaudited statements, as permitted by Form 10-Q of the SEC) and each presented in all material respects the consolidated financial statements to normal year-end adjustments position of USTT and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (ii) subject, in the case of financial statements included unaudited statements, to normal and recurring year-end adjustments). (c) Except as set forth in Parent SEC ReportsSchedule 2.2(F), complied in all material respects with applicable accounting requirements to the knowledge of USTT, no event has occurred within the SEC15 days immediately prior to the date hereof which is required to be reported on Form 8-K under the Securities Act.

SEC Filings; Financial Statements. (a) Parent Accessity has filed all formsdelivered to each of the Acquired Companies accurate and complete copies (excluding copies of exhibits) of each report, reports registration statements (on a form other than Form S-8) and documents definitive proxy statement required to be filed with the SEC by Accessity with the SEC between January 1, 2002 and the date of this Agreement (collectively, the "Parent Accessity SEC ReportsDocuments", with such Parent SEC Reports ). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, the Parent SEC Reports filing): (i) were prepared each of the Accessity SEC Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Accessity SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All of the Accessity SEC Documents were timely filed, unless a filing under Rule 12b-25 of the Exchange Act was timely filed, in which case the applicable filing was made within the time period prescribed in Rule 12b-25. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent Accessity SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respect with the then applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q or Form 10-QSB, as applicable, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present the consolidated financial position of Parent Accessity and its subsidiaries as at of the respective dates thereof and the consolidated results of operations of Accessity and cash flows of Parent its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECperiod covered thereby.

SEC Filings; Financial Statements. (a) Parent has made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the SEC between May 15, reports 1996 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the . The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments (which are not reasonably expected to be, individually or in the aggregate, material in amount); and (iii) fairly present the consolidated financial position of Parent and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent Check-Cap has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since January 1, 2022 (the “Check-Cap SEC Documents”). As of the time it was filed or furnished with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed of this Agreement, then on the date of such filing), each of the Check-Cap SEC Reports"). Except as noted Documents complied in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be) and, and to the rules and regulations promulgated under each Knowledge of such respective ActsCheck-Cap, and (ii) did not at as of the time they were filed (or if amended by a filing prior to the date hereof as furnished, none of the date of such amendment) contain Check-Cap SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Check-Cap SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws and no current or former principal executive officer or principal financial officer of Check-Cap has failed to make the Certifications required of him or her. As used in this Section 5.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is provided, supplied or otherwise made available to the SEC. (b) Except as noted therein, the The financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports (or incorporated by reference therein) in the Check-Cap SEC Documents: (i) complied as of their respective dates of filing as to form in all material respects with the published rules and regulations of the SEC applicable thereto, (ii) were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 20-F of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (iii) fairly present present, in all material respects, the consolidated financial position of Parent Check-Cap and its Subsidiary as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent Check-Cap and its Subsidiary for the periods indicated covered thereby. Other than as expressly disclosed in the Check-Cap SEC Documents filed prior to the date hereof, there has been no material change in Check-Cap’s accounting methods or principles that would be required to be disclosed in Check-Cap’s financial statements in accordance with GAAP applied on GAAP. The books of account and other financial records of Check-Cap and its Subsidiary are accurate and complete in all material respects. (c) Check-Cap’s auditor has at all times since January 1, 2022 been: (i) a consistent basis throughout registered public accounting firm (as defined in Section 2(a)(12) of the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year▇▇▇▇▇▇▇▇-end adjustments and ▇▇▇▇▇ Act), (ii) to the Knowledge of Check-Cap, “independent” with respect to Check-Cap within the meaning of Regulation S-X under the Exchange Act and (iii) to the Knowledge of Check-Cap, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) Since January 1, 2022, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, or general counsel of Check-Cap, the Check-Cap Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, 2022, neither Check-Cap nor its independent auditors have identified (i) any significant deficiency or material weakness in the case design or operation of the system of internal accounting controls utilized by Check-Cap and its Subsidiary, (ii) any fraud, whether or not material, that involves Check-Cap, its Subsidiary, Check-Cap’s management or other employees who have a role in the preparation of financial statements included or the internal accounting controls utilized by Check-Cap and its Subsidiary or (iii) any claim or allegation whether written or oral regarding any of the foregoing. (e) Except as set forth on Section 5.7(e) of the Check-Cap Disclosure Schedule, Check-Cap is in Parent SEC Reports, complied compliance in all material respects with the applicable accounting requirements provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and governance rules and regulations of Nasdaq. (f) Except as set forth on Section 5.7(f) of the Check-Cap Disclosure Schedule, Check-Cap maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (g) Check-Cap’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Check-Cap in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Check-Cap’s management as appropriate to allow timely decisions regarding required disclosure and to make the Certifications.

SEC Filings; Financial Statements. (a) All registration statements, proxy statements and other statements, reports, schedules, forms (including exhibits) and other documents filed by Parent has filed all formswith the SEC since January 1, reports 1999 (the “Parent SEC Documents”) are available to Company on ▇▇▇▇▇. All statements, reports, schedules, forms and other documents required to be have been filed by Parent with the SEC since January 1, 1999 have been so filed. As of their respective dates (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, amendment or superseding filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports Documents (or incorporated by reference therein) the “Parent Financial Statements”): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, material in amount), and (iii) fairly present presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout covered thereby. For purposes of this Agreement, “Parent Balance Sheet” means that consolidated balance sheet of the periods involved (except for changes in accounting principles disclosed Company and its consolidated subsidiaries as of June 30, 2002 set forth in the notes thereto) Company’s Quarterly Report on Form 10-Q filed with the SEC and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in “Parent SEC ReportsBalance Sheet Date” means June 30, complied in all material respects with applicable accounting requirements of the SEC2002.

SEC Filings; Financial Statements. (a) Parent Except as set forth in Schedule 3.5, the Company has filed all forms, reports and documents required to be filed with the SEC since January 1, 1997 (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent The SEC Reports (i) were prepared in accordance and complied as of their respective dates with the requirements of the Securities Act or the Exchange Act, as the case may be, and as in effect at the rules and regulations promulgated under each of such respective Acts, time they were filed and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject in fairly presented the case financial position of the Company as at the respective dates thereof and the statements of operations and cash flows of the Company for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and adjustments. (iic) Except as reflected or reserved against in the case of financial statements included contained in Parent the SEC Reports filed prior to the date of this Agreement or as otherwise disclosed in such SEC Reports, complied the Company has no liabilities of any nature (whether accrued, absolute, contingent or otherwise) which in all material respects with applicable accounting requirements of the SECaggregate would have, or are reasonably likely to have, a Material Adverse Effect.

SEC Filings; Financial Statements. (a) Parent has delivered or made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed all formsby Parent with the SEC since January 1, reports 2004 (the “Parent SEC Documents”). All statements, reports, schedules, forms and other documents required to be have been filed by Parent with the SEC since January 1, 2004 have been so filed on a timely basis. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained or incorporated by reference in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount); and (iii) fairly present the consolidated financial position of Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent Acquiror has filed all forms, reports reports, statements and other documents required to be filed with the SEC since November 14, 1997, and has heretofore made available to the Company, in the form filed with the SEC since such date, together with any amendments thereto, its (i) prospectus relating to its initial public offering in July 1997, (ii) its Quarterly Reports on Form 10-Q, and (iii) any other reports or registration statements filed by Acquiror (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed Acquiror SEC Reports"). Except as noted in such Parent SEC Reports, As of their respective filing dates the Parent Acquiror SEC Reports (i) were prepared in accordance and complied as of their respective dates to form in all material respects with the requirements of the Securities Exchange Act or of 1934, as amended (the "Exchange Act, as the case may be, ") and the rules and regulations promulgated under each of such respective Acts, Securities Act and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The financial statements, including all related notes and schedules, contained in the Parent Acquiror SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent Acquiror as at the respective dates thereof and the consolidated results of operations and cash flows of Parent Acquiror for the periods indicated in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes theretoas may be noted therein) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECadjustments.

SEC Filings; Financial Statements. (a) Parent has filed all formswith the Securities and Exchange Commission (the "SEC") and has heretofore made available to the Company true and complete copies of each report, reports registration statements and documents definitive proxy statement required to be filed with by Parent from June 30, 1999 until the SEC date of this Agreement under the Exchange Act (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC ReportsDocuments"). Except As of their respective dates or, if amended, as noted in of the date of the last such Parent SEC Reportsamendment, the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be), and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments (which will not, individually or in the aggregate, be material in magnitude); and (iii) fairly present the consolidated financial position of Parent and its subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent has made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed by Parent with the SEC since December 31, 1997 and will deliver to the Company accurate and complete copies of all formssuch reports, reports registration statements and documents required definitive proxy statements filed after the date of this Agreement and prior to be the Effective Time (the "PARENT SEC DOCUMENTS"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) fairly present complied as to form in all material respects with the consolidated financial position published rules and regulations of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved covered (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements and, in the case of interim unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal year-end adjustments audit adjustments); and (iiiii) in the case of financial statements included in Parent SEC Reports, complied fairly present in all material respects with applicable accounting requirements the consolidated financial position of Parent and its subsidiaries as of the SECrespective dates thereof and the consolidated results of operations of Parent and its subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. (a) Parent SEC Filings. NPS has filed all required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC (collectivelyand Canadian Securities regulatory authorities since January 1, 2000. NPS has made available to Enzon all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the "Parent SEC Reports", with such Parent SEC Reports form filed with the SEC prior SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that NPS may file subsequent to the date hereof being hereof), as amended, are referred to herein as the "Parent Filed NPS SEC Reports"). Except as noted in such Parent SEC Reports." As of their respective dates, the Parent NPS SEC Reports (i) were prepared in accordance and complied as of their respective dates in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the Sarbanes-Oxley Act and the rules and regulations of promulgated under each of thereu▇▇▇▇ ▇▇ ▇▇▇ ▇▇C applicable to such respective Acts, NPS SEC Reports and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, except to the financial statementsextent corrected prior to the date hereof by a subsequently filed NPS SEC Report. None of NPS's Subsidiaries is required to file any forms, including all related notes and schedules, contained in the Parent SEC Reports (reports or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated in accordance other documents with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SEC.

SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the Securities and Exchange Commission (the "SEC") on or after December 31, 2001 (the "PARENT SEC REPORTS") or such Parent SEC Reports are available on the SEC's ▇▇▇▇▇ filing system at ▇▇▇.▇▇▇.▇▇▇, which are all the forms, reports and documents required to be filed by Parent with the SEC (collectivelysince December 31, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports")2001. Except as noted in such Parent SEC Reports, the The Parent SEC Reports (iA) were prepared complied in accordance and complied as of their respective dates all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any reports or other documents with the SEC. (b) Except as noted thereinEach set of consolidated financial statements (including, the financial statementsin each case, including all any related notes and schedules, thereto) contained in the Parent SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject thereto or, in the case of unaudited statements, the omission of footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal year-end adjustments and (ii) which were not or are not expected to be material in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECamount.

SEC Filings; Financial Statements. (a) Parent has timely filed and made available to PHI all forms, reports and documents SEC Documents required to be filed with by Parent, if any, including any reports or documents published on the SEC Pink Sheets website (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports")) . Except as noted in such Parent SEC Reports, the The Parent SEC Reports (i) were prepared at the time filed or published, complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations promulgated under each of such respective Acts, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any reports or other documents with the SEC. (b) Except as noted thereinEach of the Parent Financial Statements (including, the financial statementsin each case, including all any related notes and schedules, notes) contained in the Parent SEC Reports (Reports, filed or incorporated by reference therein) (i) fairly present published after the consolidated financial position date of Parent this Agreement until the Effective Time, complied as at to form in all material respects with the respective dates thereof applicable published rules and regulations of the consolidated results of operations and cash flows of Parent for the periods indicated SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of Parent and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and (ii) which were not or are not expected to be material in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECamount or effect.

SEC Filings; Financial Statements. (a) Parent has filed all formsAll statements, reports reports, schedules, forms and other documents required to be have been filed by Parent with the SEC since December 31, 2006 (collectively, the "“Parent SEC Reports"Documents”) have been so filed. As of their respective dates (or, with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, amendment or superseding filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports Documents (or incorporated by reference therein) the “Parent Financial Statements”): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, material in amount), and (iii) fairly present presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent Accessity has filed all formsdelivered to each of the Acquired Companies accurate and complete copies (excluding copies of exhibits) of each report, reports registration statements (on a form other than Form S-8) and documents definitive proxy statement required to be filed with the SEC by Accessity with the SEC between January 1, 2002 and the date of this Agreement (collectively, the "Parent ACCESSITY SEC ReportsDOCUMENTS", with such Parent SEC Reports ). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, the Parent SEC Reports filing): (i) were prepared each of the Accessity SEC Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Accessity SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All of the Accessity SEC Documents were timely filed, unless a filing under Rule 12b-25 of the Exchange Act was timely filed, in which case the applicable filing was made within the time period prescribed in Rule 12b-25. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent Accessity SEC Reports (or incorporated by reference therein) Documents: (i) complied as to form in all material respect with the then applicable accounting requirements and with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q or Form 10-QSB, as applicable, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present the consolidated financial position of Parent Accessity and its subsidiaries as at of the respective dates thereof and the consolidated results of operations of Accessity and cash flows of Parent its subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECperiod covered thereby.

SEC Filings; Financial Statements. (a) Parent SEC Filings. NPS has filed all required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC (collectivelyand Canadian Securities regulatory authorities since January 1, 2000. NPS has made available to Enzon all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the "Parent SEC Reports", with such Parent SEC Reports form filed with the SEC prior SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that NPS may file subsequent to the date hereof being hereof), as amended, are referred to herein as the "Parent Filed NPS SEC Reports"). Except as noted in such Parent SEC Reports." As of their respective dates, the Parent NPS SEC Reports (i) were prepared in accordance and complied as of their respective dates in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the Sarbanes-Oxley Act and the rules and regulations of promulgated under each of there▇▇▇▇▇ ▇▇ ▇▇▇ ▇EC applicable to such respective Acts, NPS SEC Reports and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, except to the financial statementsextent corrected prior to the date hereof by a subsequently filed NPS SEC Report. None of NPS's Subsidiaries is required to file any forms, including all related notes and schedules, contained in the Parent SEC Reports (reports or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated in accordance other documents with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SEC.

SEC Filings; Financial Statements. (a) Parent Pioneer has timely filed and made available to Buyer all forms, reports and documents SEC Documents required to be filed with the SEC by Pioneer since December 31, 1993 (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed Pioneer SEC Reports"). Except as noted in such Parent SEC Reports, the Parent The Pioneer SEC Reports (i) were prepared at the time filed, complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations promulgated under each of such respective Acts, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such amendmentfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in such Pioneer SEC Reports in order to make the statements thereinin such Pioneer SEC Reports, in the light of the circumstances under which they were made, not misleading. Except for Pioneer Subsidiaries that are registered as a broker, dealer, or investment advisor, no Pioneer Subsidiary is required to file any SEC Documents. (b) Except as noted thereinEach of the Pioneer Financial Statements (including, the financial statementsin each case, including all any related notes and schedules, notes) contained in the Parent Pioneer SEC Reports, including any Pioneer SEC Reports (or incorporated by reference therein) (i) fairly present filed after the consolidated financial position date of Parent this Agreement until the Effective Time, complied as at to form in all material respects with the respective dates thereof applicable published rules and regulations of the consolidated results of operations and cash flows of Parent for the periods indicated SEC with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of Pioneer and its Subsidiaries as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and (ii) which were not or are not expected to be material in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECamount or effect.

SEC Filings; Financial Statements. (a) Parent has delivered to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) and definitive proxy statement filed all formsby Parent with the Securities and Exchange Commission ("SEC") between January 1, reports 2000 and documents required to be the date of this Agreement (collectively, the "PARENT SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (as of their respective dates, or if amended by a filing prior to the date hereof as of the date of such amendment) contain any amendment thereto, none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The audited financial statements, including all related notes statements and schedules, contained unaudited interim financial statements of Parent included (or incorporated by reference) in the Parent SEC Reports Documents have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (or incorporated by reference therein) (i) except as may be indicated in the notes thereto), are accurate and complete in all material respects and fairly present the consolidated financial position of Parent as at of the respective dates thereof and the consolidated results of Parent's operations and cash flows of Parent the changes in Parent's consolidated financial position for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject then ended, in the case of the unaudited interim financial statements subject to normal the absence of footnotes and year-end audit adjustments and (ii) which will not, individually or in the case of aggregate, be material in magnitude. Such unaudited interim financial statements included in Parent SEC Reports, complied in reflect all material respects with applicable accounting requirements adjustments necessary to present a fair statement of the SECresults for the interim periods presented.

SEC Filings; Financial Statements. (a) Section 4.7.1 Parent has timely filed all registration statements, prospectuses, forms, reports and documents required to be filed with by it under the SEC Securities Act or the Exchange Act, as the case may be, since April 1, 2009 (collectively, the "“Parent SEC Reports", with such Filings”). Each Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports Filing (iA) were prepared in accordance and complied as of their respective dates its date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (iiB) did not not, at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Section 4.7.2 Each of the consolidated financial statements (bincluding, in each case, any notes thereto) Except as noted therein, the financial statements, including all related notes and schedules, contained in the Parent SEC Reports Filings was prepared in accordance with GAAP applied (or incorporated except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by reference thereinForm 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated (i) except as may be indicated in the notes thereto), and each presented fairly present the consolidated financial position of Parent as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent for the respective periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved therein (except for changes in accounting principles disclosed in the notes thereto) and subject subject, in the case of interim financial statements unaudited statements, to normal and recurring year-end adjustments which did not and (ii) would not, individually or in the case aggregate, reasonably be expected to have a Parent Material Adverse Effect). The books and records of financial statements included Parent have been, and are being, maintained in Parent SEC Reports, complied in all material respects accordance with applicable legal and accounting requirements of the SECrequirements.

SEC Filings; Financial Statements. (a) Parent Except for its Annual Report on Form 10-KSB for the fiscal year ended January 31, 2003 and its quarterly report on Form 10-QSB for the quarter ended March 31, 2003, the Company has made all SEC Filings required of it preceding the date hereof on a timely basis or has received a valid extension of such time of filingand has filed any such SEC Filings prior to the expiration of any such extension. The Company has previously delivered to the Investor a copy of all formsSEC Filings . As of their respective dates, reports the SEC Filings complied, and documents required to be filed the Draft Form 10-K in the form the Company will file with the SEC (collectivelywill comply, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) were prepared in accordance and complied as of their respective dates all material respects with the requirements of the Securities `34 Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated under each of such respective Actsthereunder, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain SEC Filings, when filed, contained, and the Draft Form 10-K in the form the Company will file with the SEC will not contain, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, . The financial statements of the financial statements, including all related notes and schedules, contained Company included in the Parent SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent as at the respective dates thereof Filings comply., and the consolidated results of operations and cash flows of Parent for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal yearDraft Form 10-end adjustments and (ii) in the case of financial statements included in Parent SEC ReportsK when filed will comply, complied in all material respects with applicable accounting requirements and the rules and regulations of the SECCommission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with 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 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 year-end audit adjustments.

SEC Filings; Financial Statements. (a) Parent has delivered to the Company accurate and complete copies of all registration statements, proxy statements, reports, schedules, forms and other documents filed all formsby Parent with the SEC since December 31, reports 1994 (the "Parent SEC Documents"). All statements, reports, schedules forms and other documents required to be have been filed by Parent with the SEC have been so filed. As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) fairly present complied as to form in all material respects with the consolidated financial position published rules and regulations of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved covered (except for changes in accounting principles disclosed as may be indicated in the notes thereto) and subject to such financial statements or, in the case of interim unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount); and (iiiii) in fairly present the case financial position of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SEC.as of

SEC Filings; Financial Statements. (a) Parent has made available to the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-3 or S-8) and definitive proxy statement filed all formsby Parent with the SEC between January 1, reports 2000 and documents required to be the date of this Agreement (the "Parent SEC Documents"). As of the time it was filed with the SEC (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The consolidated financial statements, including all related notes and schedules, statements contained in the Parent SEC Reports (or incorporated by reference therein) Documents: (i) fairly present complied as to form in all material respects with the consolidated financial position published rules and regulations of Parent as at the respective dates thereof and the consolidated results of operations and cash flows of Parent for the periods indicated SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (covered, except for changes in accounting principles disclosed as may be indicated in the notes thereto) to such financial statements and subject (in the case of interim unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal year-end adjustments audit adjustments; and (iiiii) in the case of financial statements included in Parent SEC Reports, complied fairly present in all material respects with applicable accounting requirements the consolidated financial position of Parent and its subsidiaries as of the SECrespective dates thereof and the consolidated results of operations of Parent and its subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. (a) Parent has made available to the Company all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed all formsby Parent with the SEC since December 31, reports 2000 (the "PARENT SEC DOCUMENTS"). All statements, reports, schedules, forms and other documents required to be have been filed by Parent with the SEC since December 31, 2000 have been so filed. As of their respective dates (collectivelyor, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC if amended or superseded by a filing prior to the date hereof being referred to as "Parent Filed SEC Reports"). Except as noted in of this Agreement, then on the date of such Parent SEC Reports, amendment or superseding filing): (i) each of the Parent SEC Reports (i) were prepared Documents complied in accordance and complied as of their respective dates all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, and the rules and regulations promulgated under each of such respective Acts, ); and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as none of the date of such amendment) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except as noted therein, the The financial statements, statements (including all any related notes and schedules, notes) contained in the Parent SEC Reports Documents (or incorporated by reference therein) the "PARENT FINANCIAL STATEMENTS"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, material in amount), and (iii) fairly present presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and (ii) in the case of financial statements included in Parent SEC Reports, complied in all material respects with applicable accounting requirements of the SECcovered thereby.

SEC Filings; Financial Statements. (a) Parent Socket has filed all forms, reports and documents required to be filed by it under the Securities Exchange Act of 1934, as amended (together with the SEC rules and regulations promulgated thereunder, the "Exchange Act") since January 1, 1993 through the date of this Agreement (collectively, the "Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed Socket SEC Reports"). Except as noted in such Parent SEC Reports, the Parent The Socket SEC Reports (i) were prepared in accordance and complied as of their respective dates with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended by a filing prior to the date hereof as of the date of such amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Except Each of the financial statements (including, in each case, any notes thereto) contained in the Socket SEC Reports was prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as noted thereinmay be indicated in the notes thereto) and each presented fairly, in all material respects, the financial statements, including all related notes and schedules, contained in the Parent SEC Reports (or incorporated by reference therein) (i) fairly present the consolidated financial position of Parent Socket as at the respective dates thereof and the consolidated operating results of operations and cash flows of Parent for the respective periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved therein, except as otherwise noted therein (except for changes in accounting principles disclosed in the notes thereto) and subject subject, in the case of interim financial statements unaudited statements, to normal and recurring year-end adjustments which were not and (ii) are not expected, individually or in the case aggregate, to have a Socket Material Adverse Effect). (c) Except as and to the extent set forth on the balance sheet of financial statements included Socket as of December 31, 1996, including the notes thereto, Socket has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in Parent SEC Reportsnotes thereto prepared in accordance with United States generally accepted accounting principles, complied except for liabilities or obligations incurred in all material respects with applicable accounting requirements the ordinary course of business since December 31, 1996 that would neither, individually or in the SECaggregate, (A) have a Socket Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by Socket.