Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) B has timely filed or furnished all forms, reports and documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the "SEC") since December 31, 2000 (collectively, the "B SEC REPORTS"). The B SEC Reports, as of their respective dates, (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were 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 light of the circumstances under which they were made, not misleading. (b) Each of the financial statements of B (including, in each case, any notes thereto) contained in the B SEC Reports complies with all applicable requirements of the SEC and was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the financial position and results of operations of B 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 audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B Since January 1, 2010, Parent has timely filed or furnished on a timely basis all forms, reports reports, schedules, statements, certifications (including all exhibits, amendments and supplements thereto) and all other information incorporated therein and other documents with the SEC that have been required to be filed or furnished furnished, respectively, by it with or under applicable Laws prior to the Securities and Exchange Commission date hereof. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the "SEC"Agreement Date, then on the date of such filing) since December 31, 2000 (collectively, the "B SEC REPORTS"). The B SEC Reports, as of their respective dates, (i) each of the Parent 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 (ii) did not at none of the time they were filed 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 made therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by Rule 13a-14 of the Exchange Act, and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act relating to the Parent SEC Documents are accurate and complete, and complied as to form and content with all applicable Laws as of the date of such filing (or, if amended or superseded by a filing prior to the Agreement Date, then on the date of such filing). (b) Each of the The financial statements of B (including, in each case, including any notes theretorelated notes) contained in the B Parent SEC Reports complies Documents (i) complied as to form in all material respects with all applicable requirements the published rules and regulations of the SEC and was applicable thereto, (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis GAAP throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the to such financial position and results of operations of B as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements or, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring audit year-end adjustments which were not and are not expectedthat will not, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or be material in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expensesamount) and no such person is indebted to B, (iii) fairly present in all material respects the consolidated financial position of Parent and there have been no other transactions its consolidated Subsidiaries as of the type required to be disclosed pursuant to Items 402 respective dates thereof and 404 the consolidated results of Regulation S-K under operations and cash flows of Parent and its consolidated Subsidiaries for the Exchange Act since periods covered thereby. For purposes of this Agreement, "Parent Balance Sheet" means that consolidated balance sheet of Parent and its consolidated Subsidiaries as of December 31, 2000. (e) B has no commitments2011 set forth in Parent's Annual Report on Form 10-K filed with the SEC and the "Parent Balance Sheet Date" means December 31, obligations or plans for capital expenditures or otherwise involving cash payments 2011. No financial statements of any Person other than Parent and the Subsidiaries of Parent included in excess the consolidated financial statements of an aggregate of $2,000,000 expected Parent are required by GAAP to be paid or become payable either within 12 months from included in the date hereof or as a result consolidated financial statements of the MergersParent. The books and records of Parent and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement applicable legal and the ancillary agreementsaccounting requirements.

SEC Filings; Financial Statements. (a) B The Company has timely filed or furnished (as applicable) all forms, reports reports, statements, schedules and other documents required to be filed or furnished by it with the SEC since October 8, 2010 (together with any documents so filed or to the Securities and Exchange Commission (the "SEC") since December 31furnished during such period, 2000 (collectivelyin each case as may have been amended, the "B “Company SEC REPORTS"Reports”). The B Company SEC ReportsReports (i) at the time they were filed or furnished and, if amended, as of their respective datesthe date of such amendment, (i) complied in all material respects with the all applicable requirements of the Securities Act or the Exchange Act, applicable accounting standards and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (as amended and including the case may berules and regulations promulgated thereunder), and any rules and regulations promulgated thereunder applicable to the Company SEC Reports, and (ii) did not not, at the time they were filed filed, or furnished and, if 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. (b) The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) that is designed to `provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. (c) Each of the consolidated financial statements of B (including, included in each case, any notes thereto) contained in or incorporated by reference into the B Company SEC Reports (including the related notes and schedules) complies as to form in all material respects with all applicable accounting requirements and the rules and regulations of the SEC with respect thereto and was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated fairly presents, or, in the notes thereto) and each presented fairlycase of Company SEC Reports filed after the date hereof, will fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and the results of operations operations, changes in shareholders’ equity and cash flows, as the case may be, of B as at the respective dates thereof Company and its Subsidiaries for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustments adjustments, none of which were not and are not expected, individually has had or in the aggregate, to will have a B Company Material Adverse Effect). 20 , in each case in accordance with IFRS (c) B has no known liability or obligation of any nature (whether accruedexcept, absolute, contingent, or otherwise) that would, individually or in the aggregatecase of unaudited financial statements, have a B Material Adverse Effectas permitted by the SEC). (d) B is not indebted to any director, officer, employee or agent of B The Company has implemented disclosure controls and procedures (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and defined in reimbursement of ordinary course expensesRule 13a-15(e) and no such person is indebted to B, and there have been no other transactions of the type Exchange Act) that are reasonably designed to ensure that all information relating to the Company and its Subsidiaries required to be disclosed pursuant to Items 402 and 404 of Regulation S-K included in reports filed or submitted under the Exchange Act since December 31is made known on a timely basis to its chief executive officer and chief financial officer or other persons performing similar functions. Neither the Company, 2000nor, to the Company’s Knowledge, its independent registered public accounting firm has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company which are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data, in each case which has not been subsequently remediated. To the Company’s Knowledge, there is no fraud, whether or not material, that involves the management of the Company or other employees who have a significant role in the internal controls over financial reporting utilized by the Company. (e) B has no commitmentsThe Company is in compliance, obligations or plans for capital expenditures or otherwise involving cash payments in excess all material respects, with the applicable listing and corporate governance rules and regulations of an aggregate NASDAQ, subject to availing itself of $2,000,000 expected any “home country” exemption from such rules and regulations available to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts “foreign private issuer” (as defined belowunder the Exchange Act and under the relevant rules and regulations of NASDAQ), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B has timely filed or furnished all All reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since January 1, 2015 (the “Company SEC Documents”) have been filed with the SEC on a timely basis. As of the time it was filed with the SEC (or, if amended or furnished superseded by it with or a filing prior to the Securities and Exchange Commission (date hereof, then on the "SEC") since December 31, 2000 (collectively, the "B SEC REPORTS"). The B SEC Reports, as date of their respective dates, such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (ii) did not at none of the time they were Company SEC Documents contained when filed contain (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omit omitted, as the case may be, to state a material fact required to be stated or incorporated by reference 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) Each of the The financial statements of B (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the B Company SEC Reports complies Documents: (i) complied as to form in all material respects with all applicable requirements the published rules and regulations of the SEC and was applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) and each presented fairlyfairly present, in all material respects, the financial position and results of operations the Company as of B as at the respective dates thereof and the results of operations of the Company for the respective periods indicated therein, except as otherwise noted therein (subject, covered thereby. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the case consolidated financial statements of unaudited statements, to normal and recurring audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20Company. (c) B The Company and each Company Subsidiary have established and maintained effective disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined by Rule 13a-15 or 15d-15 under the Exchange Act). The Company is, and has been since January 1, 2015, in compliance in all material respects with all current listing requirements of NASDAQ and each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete and correct. (d) From the date of the filing of the Company 10-K to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) None of the Acquired Companies has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such transaction or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Acquired Companies in its published financial statements or other Company SEC Documents. (f) As of the date hereof, there are no known liability outstanding or obligation unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. (g) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, none of the Acquired Companies has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (h) As of the date hereof, except as reflected on the Most Recent Balance Sheet, none of the Acquired Companies has liabilities of any nature (whether accrued, absolute, contingent, contingent or otherwise) that would, individually or except for: (i) liabilities disclosed in the aggregate, financial statements (including any related notes) contained in the Company SEC Documents; (ii) liabilities incurred in the ordinary course of business since the date of the Most Recent Balance Sheet; (iii) liabilities that have not had a B Company Material Adverse Effect. ; (div) B is liabilities that are not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant in a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, and (v) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement. (i) Since January 1, 2015, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to Items 402 and which the Company or any Company Subsidiary was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act since December 31, 2000Securities Act. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B Since January 1, 2010, the Company has timely filed or furnished on a timely basis all forms, reports reports, schedules, statements, certifications (including all exhibits, amendments and supplements thereto and all other information incorporated therein) and other documents with the SEC that have been required to be filed or furnished furnished, respectively, by it with or under applicable Laws prior to the Securities and Exchange Commission date hereof. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the "SEC") since December 31Agreement Date, 2000 (collectively, then on the "B SEC REPORTS"). The B SEC Reports, as date of their respective dates, such filing): (i) each of the Company 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 (ii) did not at none of the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by Rule 13a-14 of the Exchange Act, and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act relating to the Company SEC Documents are accurate and complete, and complied as to form and content with all applicable Laws as of the date of such filing (or, if amended or superseded by a filing prior to the Agreement Date, then on the date of such filing). (b) Each of the The financial statements of B (including, in each case, including any notes theretorelated notes) contained in the B Company SEC Reports complies Documents (i) complied as to form in all material respects with all applicable requirements the published rules and regulations of the SEC and was applicable thereto, (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis GAAP throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the to such financial position and results of operations of B as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements or, in the case of unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring audit year-end adjustments which were not and are not expectedthat will not, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or be material in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expensesamount) and no such person is indebted to B, and there have been no other transactions (iii) fairly present in all material respects the consolidated financial position of the type required to be disclosed pursuant to Items 402 Company and 404 its consolidated Subsidiaries as of Regulation S-K under the Exchange Act since respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. For purposes of this Agreement, "Company Balance Sheet" means that consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2000. (e2011 set forth in the Company's Annual Report on Form 10-K filed with the SEC and the "Company Balance Sheet Date" means December 31, 2011. No financial statements of any Person other than the Company and the Subsidiaries listed on Part 3.1(c) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected the Company Disclosure Schedule are required by GAAP to be paid or become payable either within 12 months from included in the consolidated financial statements of the Company. The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company has made available to Parent true, correct and complete copies of all written correspondence between the SEC, on the one hand, and Company, on the other hand, occurring since January 1, 2010, and prior to the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreementshereof.

SEC Filings; Financial Statements. (a) B The Company has timely filed Made Available (or furnished made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, reports exhibits and other documents required to be filed or furnished by it the Company with or to the Securities and Exchange Commission (the "SEC") , including all amendments thereto since December 31January 1, 2000 2008 (collectively, the "B “Company SEC REPORTS"Documents”). The B All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC Reportssince January 1, as 2008 have been so filed on a timely basis. None of their respective datesthe Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company 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 (ii) did not at none of the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 3.04, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be). (b) Each The Company maintains, and at all times since January 1, 2008 has maintained, disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Symyx Corporations required to be disclosed by the Company in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company has delivered or Made Available to Parent accurate and complete copies of the financial statements of B (includingall written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. The Company is, and has been at all times since January 1, 2008, in each case, any notes thereto) contained compliance in all material respects with the B SEC Reports complies with all applicable listing requirements of the NASDAQ Global Market, and has not since January 1, 2008 received any notice asserting any non-compliance with the listing requirements of the NASDAQ Global Market. (c) The financial statements (including any related notes) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and was regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments, none of which were or will be material); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of the Company and results its consolidated Subsidiaries as of operations of B as at the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods indicated therein, except as otherwise noted therein (subject, covered thereby. No financial statements of any Person other than the Symyx Corporations are required by GAAP to be included in the case consolidated financial statements of unaudited statements, to normal and recurring audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse EffectCompany. (d) B is not indebted to any director, officer, employee or agent The Company’s auditor has at all times since the date of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions enactment of the type ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of the Company, 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. All non-audit services performed by the Company’s auditors for the Symyx Corporations that were required to be disclosed pursuant approved in accordance with Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act were so approved. (e) The Company maintains, and at all times since January 1, 2008 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to Items 402 provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Symyx Corporations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Symyx Corporations that could have a material effect on the financial statements. The Company has delivered or Made Available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal years ended December 31, 2008 and December 31, 2009, and, except as set forth in the Company SEC Documents filed prior to the date of the First Merger Agreement, such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2008 and December 31, 2009, respectively. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of the First Merger Agreement, since January 1, 2008, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Symyx Corporations; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (f) Part 3.4(f) of the Company Disclosure Schedule lists, and the Company has delivered or Made Available to Parent accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act since December 31, 2000. (eAct) B has no commitments, obligations currently in effect or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result effected by any of the MergersSymyx Corporations since January 1, 2008. None of the Symyx Corporations has any obligation or other than (i) pursuant commitment to B Material Contracts (as defined below), (ii) pursuant become a party to SECTION 9.05 or (iii) other payments pursuant to this Agreement and any such “off-balance sheet arrangements” in the ancillary agreementsfuture.

SEC Filings; Financial Statements. (a) B The Company has timely delivered (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed or furnished by the Company with, and all forms, reports and documents required to be Company Certifications (as defined below) filed or furnished by it the Company with or to to, the Securities and Exchange Commission (the "SEC") SEC since December 31January 1, 2000 2003, including all amendments thereto (collectively, the "B Company SEC REPORTSDocuments"). The B All statements, reports, schedules, forms and other documents required to have been filed or furnished by the Company with or to the SEC Reportssince January 1, as 2003 have been so filed or furnished on a timely basis. None of their respective dates, the Company's Subsidiaries is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished to the SEC: (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and (ii) did not at none of the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected: (A) in the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Company SEC Document; and (B) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Company SEC Document. Each of the certifications and statements relating to the Company SEC Documents required by: (1) the SEC's Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 or 15d-14 under the Exchange Act; or (3) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) (collectively, the "Company Certifications") is accurate and complete, and complied as to form and content with all applicable Legal Requirements in effect at the time such Company Certification was filed with or furnished to the SEC. (b) Each The Acquired Corporations maintain disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Acquired Corporations required to be disclosed by the Company in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported on a timely basis to the individuals responsible for the preparation of such reports. The Company has delivered to Parent accurate and complete copies of all material policies, manuals and other documents promulgating, such disclosure controls and procedures. The Company is, and has at all times since January 1, 2003 been, in compliance with the applicable listing and other rules and regulations of The NASDAQ Stock Market and has not since January 1, 2003 received any notice from The NASDAQ Stock Market asserting any non-compliance with any of such rules and regulations. (c) The financial statements of B (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the B Company SEC Reports complies Documents: (i) complied as to form in all material respects with all applicable requirements the published rules and regulations of the SEC and was applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the to such financial position and results of operations of B as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring audit adjustments which were not year-end adjustments), and (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods covered thereby. No financial statements of any Person other than the Acquired Corporations are not expected, individually or required by GAAP to be included in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation consolidated financial statements of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse EffectCompany. (d) B The Company has delivered to Parent the condensed, unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2005 and the condensed, unaudited consolidated statement of income of the Company and its Subsidiaries for the fiscal year then ended (the "2005 Financial Statements"). The 2005 Financial Statements: (i) except as set forth in Part 2.4(d)(i) of the Company Disclosure Schedule, were prepared in accordance with GAAP applied on a basis consistent with the basis on which the financial statements contained in the Company SEC Documents were prepared (except that the 2005 Financial Statements do not contain footnotes); and (ii) fairly present in all material respects the condensed, unaudited consolidated financial position of the Company and its Subsidiaries as of March 31, 2005 and the condensed, unaudited consolidated results of operations of the Company and its Subsidiaries for the fiscal year then ended. (e) To the knowledge of the Company, the Company's auditor has at all times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) "independent" with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) 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. All non-audit services (as defined in Section 2(a)(8) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) performed by the Company's auditors for the Acquired Corporations were approved as required by Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) The Acquired Corporations 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) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is not indebted 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 directordifferences. The Company has delivered to Parent accurate and complete copies of all material policies, officer, employee or agent manuals and other documents promulgating such internal accounting controls. (g) Part 2.4(g) of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to Bthe Company Disclosure Schedule lists, and there have been no other transactions the Company has delivered to Parent accurate and complete copies of the type required to be disclosed pursuant to Items 402 documentation creating or governing, all securitization transactions and 404 "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K under the Exchange Act since December 31, 2000. (eAct) B has no commitments, obligations currently in effect or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result effected by any of the MergersAcquired Corporations since January 1, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements2003.

SEC Filings; Financial Statements. (a) B Since December 31, 2010, the Company has filed on a timely filed or furnished basis all reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed with or furnished to the SEC by it the Company (such documents and any documents filed with or furnished to the Securities and Exchange Commission (SEC after the "SEC") since December 31, 2000 (collectivelydate of this Agreement, the "B “Company SEC REPORTS"Documents”). The B SEC Reports, as As of their respective dates, (i) complied the Company SEC Documents complied, or if filed or furnished subsequent to the date of this Agreement, will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. Except to the extent that information contained in any Company SEC Document has been revised, amended, modified or superseded (iiprior to the date of this Agreement) did by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained, and any Company SEC Document filed with or furnished to the SEC subsequent to the date of this Agreement will not at the time they were filed contain 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 made therein, in light of the circumstances under which they were made, not misleading. (b) Each of the The financial statements of B (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the B Company SEC Reports complies Documents: (i) complied or, if filed with or furnished to the SEC subsequent to the date of this Agreement, will comply as to form in all applicable requirements material respects with the published rules and regulations of the SEC and was applicable thereto; (ii) were prepared in accordance with U.S. United States generally accepted accounting principles ("U.S. “GAAP"”) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not be material in amount or effect); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of the Company and results its consolidated Subsidiaries as of operations of B as at the respective dates thereof and the consolidated statements of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods indicated therein, except as otherwise noted therein (subject, covered thereby. No financial statements of any Person other than the Acquired Corporations are required by GAAP to be included in the case consolidated financial statements of unaudited statementsthe Company. The books and records of the Acquired Corporations have been, to normal and recurring audit adjustments which were not and are not expectedbeing, individually or maintained in the aggregate, to have a B Material Adverse Effect). 20all material respects in accordance with GAAP. (c) B The Company maintains, and at all times since December 31, 2011 has maintained, a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Acquired Corporations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Acquired Corporations that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2012, and such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2012. The Company has continued to maintain an effective system of internal controls and there were no known liability or obligation of any nature (whether accruedchanges in the Company’s internal control over financial reporting since December 31, absolute, contingent2012 that have materially affected, or otherwiseare reasonably likely to materially affect, the Company’s internal control over financial reporting. Since December 31, 2011, none of the Acquired Corporations nor, to the knowledge of the Company, the Company’s independent registered accountant has identified or been made aware of: (a) that would, individually any significant deficiency or material weakness in the aggregatedesign or operation of internal control over financial reporting utilized by the Acquired Corporations; (b) any illegal act or fraud, have a B Material Adverse Effectwhether or not material, that involves the Company’s management or other employees; or (c) any claim or allegation regarding any of the foregoing. (d) B The Company maintains effective disclosure controls (as defined by Rule 13a-15 or 15d-15 under the Exchange Act). The Company is not indebted in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select Market. (e) None of the Acquired Corporations is a party to or has any obligation or other commitment to become a party to any directorsecuritization transaction, officeroff-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Acquired Corporations, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to Bon the one hand, and there have been no any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other transactions of the type required to be disclosed pursuant to Items 402 and 404 hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any Acquired Corporation in any Acquired Corporation’s published financial statements or other Company SEC Documents. (f) Other than as publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC (“▇▇▇▇▇”), there have been no written inquiries, interrogatories or comments with respect to any of the Company SEC Documents from the SEC received since December 31, 20002011, and the Company has not been made aware of any such inquiries, interrogatories or comments that were oral. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Acquired Corporations. (eg) B has no commitmentsExcept as permitted by the Exchange Act, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from including Sections 13(k)(2) and (3), since the date hereof or as a result enactment of the Mergers▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, other than neither the Company nor any of its Affiliates acting on behalf of any of the Acquired Corporations has made, arranged, modified (in any material respect) or forgiven personal loans to any executive officer or director of the Acquired Corporations. (h) Since December 31, 2010, (i) pursuant none of the Acquired Corporations or, to B Material Contracts the knowledge of the Company, any Company Associate, auditor, accountant or representative of the Acquired Corporations has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Acquired Corporations or their respective internal accounting controls relating to periods after December 31, 2010, including any material complaint, allegation, assertion or claim that any Acquired Corporation has engaged in questionable accounting or auditing practices (as defined belowexcept for any of the foregoing after the date of this Agreement which have no reasonable basis), and (ii) pursuant to SECTION 9.05 the knowledge of the Company, no attorney representing any Acquired Corporation, whether or (iii) other payments pursuant not employed by any Acquired Corporation, has reported evidence of a material violation of securities Legal Requirements relating to this Agreement and periods after December 31, 2011, by the ancillary agreementsCompany or any Company Associate or agents to the Board of Directors of the Company or any committee thereof or, to the knowledge of the Company, to any director or officer of the Company.

SEC Filings; Financial Statements. (a) B Homology has timely filed or furnished 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, 2021 (the “Homology SEC Documents”). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the Securities and Exchange Commission (date of this Agreement, then on the "SEC") since December 31date of such filing), 2000 (collectively, each of the "B Homology SEC REPORTS"). The B SEC Reports, as of their respective dates, (i) 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 (ii) did not at as of the time they were filed contain filed, none of the Homology SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The 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 Homology SEC Documents (collectively, the “Homology Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 4.7, 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) Each of the The financial statements of B (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the B Homology SEC Reports complies Documents: (i) complied as to form in all material respects with all applicable requirements the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the SEC and was applicable thereto, (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements 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 each presented fairly(iii) fairly present, in all material respects, the financial position and results of operations Homology as of B as at the respective dates thereof and the results of operations and cash flows of Homology for the respective periods indicated therein, except covered thereby. Other than as otherwise noted therein (subject, expressly disclosed in the case Homology SEC Documents filed prior to the date hereof, there has been no material change in Homology’s accounting methods or principles that would be required to be disclosed in Homology’s financial statements in accordance with GAAP. The books of unaudited statements, to normal account and recurring audit adjustments which were not other financial records of Homology and each of its Subsidiaries are not expected, individually or true and complete in the aggregate, to have a B Material Adverse Effect). 20all material respects. (c) B Homology’s auditor has no known liability or obligation at all times since the date of any nature enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (whether accruedi) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), absolute(ii) to the Knowledge of Homology, contingent“independent” with respect to Homology within the meaning of Regulation S-X under the Exchange Act and (iii) to the Knowledge of Homology, or otherwisein compliance with subsections (g) that would, individually or in through (l) of Section 10A of the aggregate, have a B Material Adverse EffectExchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due Except as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expensesset forth on Section 4.7(d) and no such person is indebted to B, and there have been no other transactions of the type required Homology Disclosure Schedule, Homology has not received any comment letter from the SEC or the staff thereof or any correspondence from Nasdaq or the staff thereof relating to be the delisting or maintenance of listing of Homology Common Stock on Nasdaq. Homology has not disclosed pursuant to Items 402 and 404 of Regulation S-K under any unresolved comments in the Exchange Act since December 31, 2000Homology SEC Documents. (e) B has There have been no commitmentsformal internal investigations regarding financial reporting or accounting policies and practices discussed with, obligations reviewed by or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from initiated at the date hereof or as a result direction of the Mergerschief executive officer, chief financial officer, or general counsel of Homology, the Homology 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 on Section 4.7(f) of the Homology Disclosure Schedule, Homology is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and the applicable listing and governance rules and regulations of Nasdaq. (g) Homology maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-l5(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) pursuant to B Material Contracts (as defined below)that Homology maintains records that in reasonable detail accurately and fairly reflect Homology’s transactions and dispositions of assets, (ii) pursuant that transactions are recorded as necessary to SECTION 9.05 or permit preparation of financial statements in accordance with GAAP, (iii) other payments pursuant to this Agreement that receipts and expenditures are made only in accordance with authorizations of management and the ancillary agreementsHomology Board and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Homology’s assets that could have a material effect on Homology’s financial statements. Homology has evaluated the effectiveness of Homology’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Homology 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. Homology has disclosed to Homology’s auditors and the Audit Committee of the Homology Board (and made available to Homology a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Homology’s ability to record, process, summarize and report financial information and (B) any known fraud, whether or not material, that involves management or other employees who have a significant role in Homology or its Subsidiaries’ internal control over financial reporting. Except as disclosed in the Homology SEC Documents filed prior to the date hereof, Homology’s internal control over financial reporting is effective and Homology has not identified any material weaknesses in the design or operation of Homology’s internal control over financial reporting. (h) Homology’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and nonfinancial) required to be disclosed by Homology 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 Homology’s principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the Homology Certifications and such disclosure controls and procedures are effective. Homology has carried out evaluation of the effectiveness of its disclosure controls and procedures as required by Rule 13a-l5 of the Exchange Act. (i) Homology has not been and is not currently a “shell company” as defined under Section 12b-2 of the Exchange Act.

SEC Filings; Financial Statements. (a) B has timely filed or furnished all formsAll statements, reports reports, schedules, forms and other documents required to be have been filed or furnished by it the Company with or to the Securities and Exchange Commission SEC since January 1, 2018 (the "SEC") since December 31, 2000 (collectively, the "B SEC REPORTS"). The B “Company SEC Reports”) have been so filed on a timely basis and, as of their respective datesthe date hereof, are publicly available on ▇▇▇▇▇. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Reports complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (ii) did not at none of the time they were filed 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. (b) Each . With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company SEC Reports, the principal executive officer and principal financial officer of the financial statements of B (including, in each case, any notes thereto) contained in the B SEC Reports complies with Company have made all applicable requirements of the SEC certifications required by Rules 13a-14 and was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the financial position and results of operations of B 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 audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K 15d-14 under the Exchange Act since December 31and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (each such required certification, 2000. a “Certification”), and the statements contained in each Certification were accurate and complete as of its date. For purposes of this Agreement, (eA) B has no commitments“principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the term “file” and variations thereof, obligations when used in reference to the SEC, shall be broadly construed to include any manner in which any document or plans for capital expenditures information is furnished or otherwise involving cash payments in excess supplied to the SEC. As of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of this Agreement, there are no unresolved written comments issued by the staff of the MergersSEC with respect to any of the Company SEC Reports. As of the date of this Agreement, other than (i) pursuant to B Material Contracts (as defined below)the Knowledge of the Company, (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and none of the ancillary agreementsCompany SEC Reports is the subject of any ongoing review by the SEC.

SEC Filings; Financial Statements. (a) B Parent has timely made available to Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed or furnished by Parent with the SEC since December 31, 2001 (the "PARENT SEC REPORTS") and prior to the date of this Agreement, which are all the forms, reports and documents required to be filed or furnished by it Parent with or to the Securities and Exchange Commission (the "SEC") SEC since December 31, 2000 (collectively, the "B SEC REPORTS")such time. The B Parent SEC Reports, as of their respective dates, : (i) complied were and will be prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder; and (ii) did not and will not at the time they were of filing thereof (and if any Parent SEC Report filed prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement then also on the date of filing of such amendment or superseded filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any reports or other documents with the SEC. (b) Each set of the consolidated financial statements of B (including, in each case, any related notes thereto) contained in the B Parent SEC Reports complies Reports: (i) complied and will comply as to form in all material respects with all applicable requirements the published rules and regulations of the SEC with respect thereto in effect at the time of such filing; (ii) was and was will be prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") United States GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, may not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each presented fairly, in all material respects, fairly presents the consolidated financial position of Parent and results of operations of B as its consolidated subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring audit adjustments which were not and or are not expected, individually or expected to be material in the aggregate, to have a B Material Adverse Effectamount). 20; and (iii) fairly presents in all material respects Parent's revenue recognition policies. (c) B Parent has no known liability or obligation previously furnished to Company a complete and correct copy of any nature (whether accruedamendments or modifications, absolute, contingent, or otherwise) that would, individually or in which have not yet been filed with the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type SEC but which are required to be disclosed filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to Items 402 and 404 of Regulation S-K under the Securities Act or the Exchange Act since December 31, 2000Act. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B Since January 1, 2016, the Company has timely 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 it the Company with the SEC (as supplemented, modified or to amended since the Securities and Exchange Commission (the "SEC") since December 31, 2000 (collectivelytime of filing, the "B “Company SEC REPORTS"Documents”). The B SEC Reports, as As of their respective dates, or, if amended prior to the date of this Agreement, as of the date of (iand giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2001, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) did were prepared in accordance with United States generally accepted accounting principles (“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 interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act); and (iii) fairly presented, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). (c) The Company maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2016, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective. To the knowledge of the Company, since January 1, 2017, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by the Company, which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (2) any fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. (d) The Company maintains disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s 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 the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ. (e) The Company is not a party to, nor does it have any obligation or other commitment to become a party to, “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) Each document required to be filed by the Company with the SEC in connection with the Offer, including the Schedule 14D-9 (the “Company Disclosure Documents”), and any amendments or supplements thereto, when filed, distributed or otherwise disseminated to the Company’s stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time they were filed of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or otherwise disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (bi) Each The information with respect to the Company that the Company furnishes to Parent or Purchaser specifically for use in the Offer Documents, at the time of the financial filing of and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements of B (includingmade therein, in each case, any notes thereto) contained in the B SEC Reports complies with all applicable requirements light of the SEC and was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlycircumstances under which they were made, in all material respects, the financial position and results of operations of B 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 audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effectmisleading. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant Notwithstanding the foregoing, the Company makes no representation with respect to SECTION 9.05 statements made or (iii) other payments pursuant to this Agreement and incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the ancillary agreementsCompany Disclosure Documents.

SEC Filings; Financial Statements. (a) B The Company has timely delivered or Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications and other statements, reports, schedules, forms and other documents filed or furnished by the Company with the SEC, including all formsamendments thereto, reports and documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the "SEC") since December 31January 1, 2000 2011 (collectively, the "B “Company SEC REPORTS"Documents”). The B All statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC Reportssince January 1, as 2011 have been so filed on a timely basis. None of their respective datesthe Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and (ii) did not at none of the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form in all material respects with all applicable Legal Requirements. As used in the introduction to this Section 3 and in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff. (b) Each of The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the financial statements of B (including, in each case, any notes thereto) contained Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Alaska Corporations required to be disclosed by the Company in the B SEC Reports complies reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company is in compliance in all material respects with all the applicable listing requirements of the NASDAQ Global Market, and has not since January 1, 2011 received any notice asserting any non-compliance with the listing requirements of the NASDAQ Global Market. (c) The financial statements (including any related notes) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and was regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments, none of which will be material); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of the Company and results its consolidated Subsidiaries as of operations of B as at the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods indicated therein, except as otherwise noted therein (subject, covered thereby. No financial statements of any Person other than the Alaska Corporations are required by GAAP to be included in the case consolidated financial statements of unaudited the Company. There are no comments from the SEC or its staff pending with respect to any statements, to normal reports, schedules, forms or other documents filed by the Company with the SEC that remain outstanding and recurring audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effectunresolved. (d) B is not indebted The Company’s auditor has at all times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to any directorthe Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of the Company, officerin compliance with subsections (g) through (l) of Section 10A of the Securities and Exchange Act of 1934, employee or agent of B as amended (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expensesthe “Exchange Act”) and no such person is indebted to B, the rules and there have been no other transactions of regulations promulgated by the type SEC and the Public Company Accounting Oversight Board thereunder. All non-audit services performed by the Company’s auditors for the Alaska Corporations that were required to be disclosed pursuant approved in accordance with Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act were so approved. (e) The Company maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to Items 402 provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Alaska Corporations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Alaska Corporations that could have a material effect on the Company’s consolidated financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2011, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2011. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, since December 31, 2011, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Alaska Corporations; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (f) Part 3.4(f) of the Company Disclosure Schedule lists, and the Company has delivered or Made Available to Parent accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act since December 31, 2000. (eAct) B has no commitments, obligations currently in effect or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result effected by any of the MergersAlaska Corporations since January 1, 2011. None of the Alaska Corporations has any obligation or other than (i) pursuant commitment to B Material Contracts (as defined below), (ii) pursuant become a party to SECTION 9.05 or (iii) other payments pursuant to this Agreement and any such “off-balance sheet arrangements” in the ancillary agreementsfuture.

SEC Filings; Financial Statements. (a) B The Company has timely delivered or Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications and other statements, reports, schedules, forms and other documents filed or furnished by the Company with the SEC, including all formsamendments thereto, reports and documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the "SEC") since December 31January 1, 2000 2010 (collectively, the "B Company SEC REPORTSDocuments"). The B All statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC Reportssince January 1, as 2010 have been so filed on a timely basis. None of their respective datesthe Company's Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and (ii) did not at none of the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the "Company Certifications") is accurate and complete, and complies as to form in all material respects with all applicable Legal Requirements. As used in the introduction to this Section 2 and in this Section 2.4, the term "file" and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff. (b) Each of The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the financial statements of B (including, in each case, any notes thereto) contained Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Alamo Corporations required to be disclosed by the Company in the B SEC Reports complies reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The Company is in compliance in all material respects with all the applicable listing requirements of the NASDAQ Global Market, and has not since January 1, 2010 received any notice asserting any non-compliance with the listing requirements of the NASDAQ Global Market. (c) The financial statements (including any related notes) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and was regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments, none of which will be material); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of the Company and results its consolidated Subsidiaries as of operations of B as at the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods indicated therein, except as otherwise noted therein (subject, covered thereby. No financial statements of any Person other than the Alamo Corporations are required by GAAP to be included in the case consolidated financial statements of unaudited the Company. There are no comments from the SEC or its staff pending with respect to any statements, to normal reports, schedules, forms or other documents filed by the Company with the SEC that remain outstanding and recurring audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effectunresolved. (d) B is not indebted to any director, officer, employee or agent The Company's auditor has at all times since the date of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions enactment of the type ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) "independent" with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of the Company, 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. All non-audit services performed by the Company's auditors for the Alamo Corporations that were required to be disclosed pursuant approved in accordance with Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act were so approved. (e) The Company maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to Items 402 provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Alamo Corporations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Alamo Corporations that could have a material effect on the Company's consolidated financial statements. The Company's management has completed an assessment of the effectiveness of the Company's system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2010, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, such assessment concluded that such controls were effective and the Company's independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2010. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, since December 31, 2010, neither the Company nor any of its Subsidiaries nor the Company's independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Alamo Corporations; (B) any illegal act or fraud, whether or not material, that involves the Company's management or other employees; or (C) any claim or allegation regarding any of the foregoing. (f) Part 2.4(f) of the Company Disclosure Schedule lists, and the Company has delivered or Made Available to Parent accurate and complete copies of the documentation creating or governing, all securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K under the Exchange Act since December 31, 2000. (eAct) B has no commitments, obligations currently in effect or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result effected by any of the MergersAlamo Corporations since January 1, 2010. None of the Alamo Corporations has any obligation or other than (i) pursuant commitment to B Material Contracts (as defined below), (ii) pursuant become a party to SECTION 9.05 or (iii) other payments pursuant to this Agreement and any such "off-balance sheet arrangements" in the ancillary agreementsfuture.

SEC Filings; Financial Statements. (a) B Company has timely made available to Parent (through reference to documents filed by ▇▇▇▇▇ or furnished otherwise) a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since the initial filing date of the registration statement for Company's initial public offering (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed or furnished by it Company with or to the Securities and Exchange Commission (SEC since the "SEC") since December 31, 2000 (collectively, initial filing date of the "B SEC REPORTS")registration statement for Company's initial public offering. The B Company SEC Reports, as of their respective dates, Reports (iA) complied were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Company does not have any subsidiaries that are required to file any reports or other documents with the SEC. (b) Each set of the financial statements of B (including, in each case, any related notes thereto) contained in the B Company SEC Reports complies with all applicable requirements of the SEC and was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes theretothereto and except that unaudited statements do not contain footnotes in substance or form required by GAAP, as is permitted by Form 10-Q of the Exchange Act) and each presented fairly, fairly presents in all material respects, respects the financial position and results of operations of B as Company at the respective dates thereof and the results of its operations and cash flows for the respective periods indicated thereinindicated, except as otherwise noted therein (subject, in that the case of unaudited statements, interim financial statements were or are subject to normal and recurring audit adjustments which were not and or are not expected, individually or expected to be material in the aggregate, to have a B Material Adverse Effect). 20amount. (c) B Company has no known liability or obligation previously furnished to Parent a complete and correct copy of any nature (whether accruedamendments or modifications, absolute, contingent, or otherwise) that would, individually or in which have not yet been filed with the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type SEC but which are required to be disclosed filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to Items 402 and 404 of Regulation S-K under the Securities Act or the Exchange Act since December 31, 2000Act. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B Check-Cap has timely filed or furnished 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 (or, if amended or superseded by a filing prior to the Securities and Exchange Commission (date of this Agreement, then on the "SEC") since December 31date of such filing), 2000 (collectively, each of the "B Check-Cap SEC REPORTS"). The B SEC Reports, as of their respective dates, (i) 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, and (ii) did not at to the Knowledge of Check-Cap, as of the time they were filed contain or furnished, none of the 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 made therein, in 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) Each of the The financial statements of B (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the B Check-Cap SEC Reports complies Documents: (i) complied as of their respective dates of filing as to form in all material respects with all applicable requirements the published rules and regulations of the SEC and was applicable thereto, (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated in the notes theretoto 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 each presented fairly(iii) fairly present, in all material respects, the financial position of Check-Cap and results its Subsidiary as of operations of B as at the respective dates thereof and the results of operations and cash flows of Check-Cap and its Subsidiary for the respective periods indicated therein, except covered thereby. Other than as otherwise noted therein (subject, expressly disclosed in the case 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. The books of unaudited statements, to normal account and recurring audit adjustments which were not other financial records of Check-Cap and its Subsidiary are not expected, individually or accurate and complete in the aggregate, to have a B Material Adverse Effect). 20all material respects. (c) B Check-Cap’s auditor has no known liability or obligation at all times since July 1, 2021 been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of any nature the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), (whether accruedii) to the Knowledge of Check-Cap, absolute“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, contingent, or otherwisein compliance with subsections (g) that would, individually or in through (l) of Section 10A of the aggregate, have a B Material Adverse EffectExchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) B is not indebted to any directorSince July 1, officer2021, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the type 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 to be disclosed pursuant to Items 402 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 design or operation of the system of internal accounting controls utilized by Check-Cap and 404 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 Regulation Sfinancial statements or the internal accounting controls utilized by Check-K under Cap and its Subsidiary or (iii) any claim or allegation whether written or oral regarding any of the Exchange Act since December 31, 2000foregoing. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or Except as a result set forth on Section 5.7(e) of the MergersCheck-Cap Disclosure Schedule, other than Check-Cap 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. (if) pursuant to B Material Contracts 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 below), (iiin Rules 13a-15(f) pursuant and 15d-15(f) of the Exchange Act) that is sufficient to SECTION 9.05 or (iii) other payments pursuant to this Agreement provide reasonable assurance regarding the reliability of financial reporting and the ancillary agreementspreparation 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) B has timely All registration statements, prospectuses, reports required by Section 13 or 15(d) of the Exchange Act and filings pursuant to Regulation D promulgated under the Securities Act (including, in each case, all exhibits and schedules thereto) required to be filed or furnished by the Company with the SEC since January 1, 2006 have been so filed or furnished, and the Company will file prior to the expiration date of the Offer all forms, reports and documents with the SEC that are required to be filed or furnished by it prior to such time (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Company with the SEC after January 1, 2006 and on or prior to the Securities and Exchange Commission (expiration date of the "SEC") since December 31, 2000 (collectivelyOffer that are not required to be so filed or furnished, the "B “Company SEC REPORTS"Documents”). The B As of the time it was filed or will be filed (as the case may be) with the SEC Reports(or, as if amended or superseded by a filing, then on the date of their respective dates, such filing): (i) each of the Company SEC Documents complied or will comply (as the case may be) in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be), and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such Company SEC Document was, or will be, filed; and (ii) did not at none of the time they were filed Company SEC Documents contained or will contain (as the case may be) any untrue statement of a material fact or omitted or will omit (as the case may be) to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of all Company SEC Documents filed prior to the date hereof, whether or not required under applicable laws, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. (b) Each Neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company SEC Documents (including the financial statements included therein) or any registration statement filed by any of B them with the SEC or any notice from the SEC or other Governmental Entity that such Company SEC Documents (includingincluding the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s knowledge, there is not any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the financial statements included therein). Except for filings pursuant to Regulation D promulgated under the Securities Act, none of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Documents, except as disclosed in each casecertifications filed with the Company SEC Documents. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (c) The consolidated financial statements of the Company and its Subsidiaries (including any notes theretorelated notes) contained in the B Company SEC Reports complies with Documents fairly present, in all applicable requirements material respects, or will present in all material respects, as the case may be, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods covered thereby. The consolidated financial statements of the Company and its Subsidiaries (including any related notes) contained in the Company SEC and was Documents have been or will be (as the case may be) prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated and at the dates covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the to such financial position and results of operations of B as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements or, in the case of unaudited statements, to normal as permitted by Form 10-Q of the SEC, and recurring audit adjustments which were except that unaudited financial statements may not contain footnotes and are subject to year-end adjustments). (d) The Company and each of its Subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Board of Directors of the Company and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries. Since January 1, 2005, neither the Company nor any of its Subsidiaries (including any employee thereof) nor, to the Company’s knowledge, the Company’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (B) any fraud, whether or not expectedmaterial, that involves the Company’s management (including management of the Company’s Subsidiaries) or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company and its Subsidiaries or (C) any claim or allegation regarding any of the foregoing. (e) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K of the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any its Subsidiaries in the Company’s consolidated financial statements. (f) Since January 1, 2005, neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, consultant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. To the Company’s knowledge, no current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or executive officer of the Company. (g) To the Company’s knowledge, no employee of the Company or any of its Subsidiaries 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 Legal Requirements of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, contractor, subcontractor or agent of the Company or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (h) The Company is in compliance in all material respects with all effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act applicable to the Company. (i) Neither the Company nor any of its Subsidiaries has any liabilities except for: (i) liabilities disclosed in the financial statements (including any related notes) for the quarter ended June 30, 2008 and attached hereto as Schedule 3.4(i); (ii) liabilities incurred in connection with this Agreement; and (iii) liabilities that would not have, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Company Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B Since January 1, 2019, the Company has timely 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 it the Company with the SEC (as supplemented, modified or to amended since the Securities and Exchange Commission (the "SEC") since December 31, 2000 (collectivelytime of filing, the "B “Company SEC REPORTS"Documents”). The B SEC Reports, as As of their respective dates, or, if amended prior to the date of this Agreement, as of the date of (iand giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2001, as amended (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) did were prepared in accordance with United States generally accepted accounting principles (“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 interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act); and (iii) fairly presented, in all material respects, the financial position of the Acquired Companies as of the respective dates thereof and the results of operations and cash flows of the Acquired Companies for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). (c) The Company maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Acquired Companies; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Acquired Companies that could have a material effect on its financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2019, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective. To the knowledge of the Company, since January 1, 2020, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by the Company, which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (2) any fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. (d) The Company maintains disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s 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 the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ. (e) No Acquired Company is a party to, nor does it have any obligation or other commitment to become a party to, “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Acquired Companies in the Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened in writing, in each case regarding any accounting practices of the Company, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) Each document required to be filed by the Company with the SEC in connection with the Offer, including the Schedule 14D-9 (the “Company Disclosure Documents”), and any amendments or supplements thereto, when filed, distributed or otherwise disseminated to the Company’s stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time they were filed of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or otherwise disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (bi) Each The information with respect to the Acquired Companies that the Company furnishes to Parent or Purchaser specifically for use in the Offer Documents, at the time of the financial filing of, at any time such document is amended or supplemented and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements of B (includingmade therein, in each case, any notes thereto) contained in the B SEC Reports complies with all applicable requirements light of the SEC and was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlycircumstances under which they were made, in all material respects, the financial position and results of operations of B 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 audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effectmisleading. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant Notwithstanding the foregoing, the Company makes no representation with respect to SECTION 9.05 statements made or (iii) other payments pursuant to this Agreement and incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the ancillary agreementsCompany Disclosure Documents.

SEC Filings; Financial Statements. (a) B The Company has timely filed or furnished furnished, as applicable, all forms, reports and documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the "SEC") SEC since December 31, 2000 2004 (collectively, the "B “SEC REPORTS"Reports”). The B SEC Reports, as of their respective dates, Reports (i) complied were prepared or will be prepared in all material respects in accordance with either the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not or will not, at the time they were filed of filing or furnishing, or, if 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. Each of the SEC Reports, at the time of its filing or being furnished complied, or if not yet filed or furnished, when so filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and any rules and regulations promulgated thereunder applicable to the SEC Reports. (b) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither the Company nor any of its “Affiliates” (as defined in Rule 405 promulgated under the Securities Act) has made, arranged or modified (in any material way) any extension of credit in the form of a personal loan to any executive officer or director of the Company. (c) The Company maintains (i) disclosure controls and procedures (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents and (ii) a system of internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles (“GAAP”) which includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (x) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information (and has identified for the Company’s auditors and audit committee of the Company Board any material weaknesses in internal control over financial reporting) and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has made available to Parent (i) a summary of any such disclosure made by management to the Company’s auditors and the audit committee since December 31, 2004 and (ii) any communication since December 31, 2004 made by management or the Company’s auditors to the audit committee required or contemplated by the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since December 31, 2004, no material written complaints from any source regarding questionable accounting, internal accounting controls or auditing matters have been received by the Company. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, material breach of fiduciary duty or similar material violation by the Company or any of its officers, directors or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Company Board or the Company Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) Each of the consolidated financial statements of B (including, in each case, any notes and schedules thereto) contained in in, or incorporated by reference into, the B SEC Reports complies with all applicable requirements of the SEC and was or will be prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes and schedules thereto) and each presented fairlyfairly presents, or in the case of SEC Reports filed after the date hereof, will fairly present in all material respectsrespects the consolidated financial position, the financial position and results of operations and cash flows of B the Company 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 audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effectyear-end adjustments). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B Except as set forth on Section 4.7(a) of the MEDS Disclosure Schedule, since January 1, 2022, MEDS has timely filed or furnished furnished, as applicable, on a timely basis all material 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 (the “MEDS SEC Documents”). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the Securities and Exchange Commission (date of this Agreement, then on the "SEC") since December 31date of such filing), 2000 (collectively, each of the "B MEDS SEC REPORTS"). The B SEC Reports, as of their respective dates, (i) 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 (ii) did not at as of the time they were filed contain filed, none of the MEDS SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the MEDS 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 4.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) Each of the The financial statements of B (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the B MEDS SEC Reports complies Documents: (i) complied as to form in all material respects with all applicable requirements the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the SEC and was applicable thereto, (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial 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 that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and each presented fairly(iii) fairly present, in all material respects, the financial position and results of operations MEDS as of B as at the respective dates thereof and the results of operations and cash flows of MEDS for the respective periods indicated therein, except covered thereby. Other than as otherwise noted therein (subject, expressly disclosed in the case MEDS SEC Documents filed prior to the date hereof, there has been no material change in MEDS’s accounting methods or principles that would be required to be disclosed in MEDS’s financial statements in accordance with GAAP. The books of unaudited statements, to normal account and recurring audit adjustments which were not other financial records of MEDS and each of its Subsidiaries are not expected, individually or true and complete in the aggregate, to have a B Material Adverse Effect). 20all material respects. (c) B has no known liability or obligation Except as set forth on Section 4.7(c) of any nature the MEDS Disclosure Schedule, MEDS maintains a system of internal control over financial reporting (whether accrued, absolute, contingent, or otherwiseas defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that wouldis sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted including policies and procedures sufficient to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than provide reasonable assurance (i) pursuant to B Material Contracts (as defined below)that MEDS maintains records that in reasonable detail accurately and fairly reflect MEDS’s transactions and dispositions of assets, (ii) pursuant that transactions are recorded as necessary to SECTION 9.05 or permit preparation of financial statements in accordance with GAAP, (iii) other payments pursuant to this Agreement that receipts and expenditures are made only in accordance with authorizations of management and the ancillary agreementsMEDS Board and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of MEDS’s assets that could have a material effect on MEDS’s financial statements. MEDS has evaluated the effectiveness of MEDS’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable MEDS 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. MEDS has disclosed to MEDS’s auditors and the Audit Committee of the MEDS Board (and made available to the Company a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect MEDS’s 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 MEDS’s or its Subsidiaries’ internal control over financial reporting. Except as disclosed in the MEDS SEC Documents filed prior to the date hereof, MEDS’s internal control over financial reporting is effective and MEDS has not identified any material weaknesses in the design or operation of MEDS’s internal control over financial reporting.

SEC Filings; Financial Statements. (a) B The Company has timely delivered or Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed or furnished by the Company with the SEC since January 1, 2010, including all forms, reports and documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the "SEC") since December 31, 2000 amendments thereto (collectively, the "B “Company SEC REPORTS"Documents”). The B Since January 1, 2010, all statements, reports, schedules, forms and other documents required to have been filed by the Company or its officers with the SEC Reportshave been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, as if amended or superseded by a filing prior to the date of their respective datesthis Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, Act (as the case may be, ); and (ii) did not at none of the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected: (A) in the case of Company SEC Documents filed or furnished on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing or furnishing of the applicable amending or superseding Company SEC Document; and (B) in the case of Company SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding Company SEC Document. The certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) are accurate and complete, and comply as to form and content with all applicable Legal Requirements. As used in this Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff. (b) Each The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Opnext Corporations required to be disclosed by the Company in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company has delivered or Made Available to Parent accurate and complete copies of all reports to the audit committee of the financial statements Company’s board of B (includingdirectors regarding the Company’s disclosure controls and procedures. As of the date of this Agreement, the Company is in each case, any notes thereto) contained compliance in all material respects with the B SEC Reports complies with all applicable listing requirements of the NASDAQ Global Market, and has not since January 1, 2010 received any written (or, to the Knowledge of the Company, written or verbal) notice asserting any non-compliance with the listing requirements of the NASDAQ Global Market. (c) The financial statements (including any related notes) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and was regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of the Company and results its consolidated Subsidiaries as of operations of B as at the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods indicated therein, except as otherwise noted therein (subject, covered thereby. No financial statements of any Person other than the Opnext Corporations are required by GAAP to be included in the case consolidated financial statements of unaudited statements, to normal and recurring audit adjustments which were not and are not expected, individually the Company contained or incorporated by reference in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse EffectCompany SEC Documents. (d) B is not indebted to any director, officer, employee or agent The Company’s auditor has at all times since the date of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions enactment of the type ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) 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. To the Knowledge of the Company, all non-audit services performed by the Company’s auditors for the Opnext Corporations that were required to be disclosed pursuant approved in accordance with Section 202 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act were so approved. (e) The Company maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to Items 402 provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Opnext Corporations; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Opnext Corporations that could have a material effect on the financial statements. The Company has delivered or Made Available to Parent accurate and complete copies of all reports to the audit committee of the Company’s board of directors regarding the Company’s internal accounting controls. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended March 31, 2011, and such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of March 31, 2011. To the Knowledge of the Company, since March 31, 2011 until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Opnext Corporations; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (f) Part 2.4(f) of the Company Disclosure Schedule lists, and the Company has delivered or Made Available to Parent accurate and complete copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act since December 31, 2000. (eAct) B has no commitments, obligations currently in effect or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result effected by any of the MergersOpnext Corporations since January 1, 2009. None of the Opnext Corporations has any obligation or other than (i) pursuant commitment to B Material Contracts (as defined below), (ii) pursuant become a party to SECTION 9.05 or (iii) other payments pursuant to this Agreement and any such “off-balance sheet arrangements” in the ancillary agreementsfuture.

SEC Filings; Financial Statements. (a) B The Company has timely filed or furnished furnished, as the case may be, all forms, reports and documents required to be filed with or furnished to the SEC by it with or the Company since January 1, 2011 (the “Applicable Date”) pursuant to the Securities Act and the Exchange Commission Act (the "SEC") forms, reports and other documents filed or furnished since December 31the Applicable Date and those filed or furnished subsequent to the date hereof as have been supplemented, 2000 (modified or amended since the time of filing or furnishing, collectively, the "B “Company SEC REPORTS"Reports”). The B As of the date of filing, in the case of Company SEC ReportsReports filed pursuant to the Exchange Act (and to the extent such Company SEC Reports were amended, then as of their respective datesthe date of filing of such amendment), and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act (and to the extent such Company SEC Reports were amended, then as of the date of effectiveness of such amendment), the Company SEC Reports (i) complied as to form in all material respects with either the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed or effective and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading as of its filing date or effective date (as applicable). (b) Each of the consolidated financial statements of B (including, in each case, any notes thereto) contained in or incorporated by reference into the B Company SEC Reports complies with all applicable requirements of the SEC and was prepared in accordance with U.S. United States generally accepted accounting principles ("U.S. “GAAP"”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlyfairly presents, in all material respects, the consolidated financial position of the Company and results of operations of B the Company Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments and recurring audit to any other adjustments which were not and are not expecteddescribed therein, the effect of which, individually or in the aggregate, is not material, and to have a B Material Adverse Effectthe exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements). 20, in each case in accordance with GAAP except to the extent that such information has been amended or superseded by later Company SEC Reports filed prior to the date hereof. (c) B Except as and to the extent set forth on the audited annual report of the Group Companies filed with the SEC on April 18, 2013, including the notes thereto, no Group Company has no known outstanding (i) any Indebtedness or any commitments therefor or (ii) any other liability or obligation of any nature (whether accrued, absolute, contingent, contingent or otherwise) that wouldare required in accordance with GAAP to be disclosed or reflected or reserved against the consolidated financial statements of the Company and its Subsidiaries, individually except for Indebtedness or any commitments therefor or other liabilities or obligations (A) incurred in the ordinary course of business consistent with past practice since December 31, 2012, (B) incurred pursuant to this Agreement or in connection with the aggregate, Transactions or (C) that do not have a B Company Material Adverse Effect. (d) B is On the Closing Date, the Company shall not indebted to have any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed Indebtedness outstanding pursuant to Items 402 the facility letter dated June 26, 2013 and 404 of Regulation S-K under the Exchange Act since December 31other agreements related thereto between the Company and China Merchants Bank Co., 2000Ltd. Hong Kong Branch. (e) B has no commitmentsThe Company is in compliance, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result all material respects, with all provisions of the Mergers▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 that are applicable to it. (f) The Company has made available to Parent complete and correct copies of all material amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other than instruments that previously had been filed by the Company with the SEC and are currently in effect. (g) The Company has timely filed and made available to Parent all certifications and statements required by (i) pursuant Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to B Material Contracts any Company SEC Report. The Company and each Group Company have established and maintain disclosure controls and procedures as defined in and required by Rules 13a-15 and 15d-15 of the Exchange Act reasonably designed to ensure that all material information concerning the Company and its Subsidiaries required to be disclosed by the Company in the reports it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and related forms, and that such information is accumulated and communicated to the Company’s chief executive officer and chief financial officer (or persons performing similar functions), as appropriate, to allow timely decisions regarding required disclosure. Neither the Company nor, to the Company’s knowledge, its independent registered public accounting firm has identified or been made aware of any “significant deficiencies” or “material weaknesses” (as defined below)by the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company that are reasonably likely to adversely affect the ability of the Company to record, process, summarize and report financial data. To the Company’s knowledge, there is, and since January 1, 2011, there has been, no fraud, whether or not material, that involves (iior involved) pursuant the management of the Company or other employees who have (or had) a significant role in the internal controls over financial reporting utilized by the Company. Since the date of the Company’s most recently filed annual report under the Exchange Act, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected or are reasonably likely to SECTION 9.05 materially affect, the Company’s internal control over financial reporting. 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. (iiih) other payments pursuant The Group Companies maintain a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that is designed to this Agreement provide reasonable assurance regarding the reliability of financial reporting and the ancillary agreementspreparation of financial statements in accordance with GAAP. (i) The Company is in compliance, in all material respects, with the applicable listing and corporate governance rules and regulations of the NYSE, subject to availing itself of any “home country” exemption from such rules and regulations available to a “foreign private issuer” (as defined under the Exchange Act and under the relevant rules and regulations of the NYSE).

SEC Filings; Financial Statements. (a) B has timely All forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all formsinformation, reports documents and documents agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), excluding the Joint Proxy Statement, required to be have been filed with or furnished by it with or to the United States Securities and Exchange Commission (the "“SEC"”) by the Company or any of the Company Subsidiaries since December 31January 1, 2000 2022 (collectively, the "B “Company SEC REPORTS"). The B SEC ReportsDocuments”) have been timely filed or furnished, as the case may be. As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amendment, supplement or superseding filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or the Exchange Act, Act (as the case may be), the NYSE and the requirements of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and (ii) did not at none of the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the The financial statements of B (includingincluding related notes, in each case, any notes theretoif any) contained in the B Company SEC Reports complies Documents: (i) complied as to form in all material respects with all applicable requirements the published rules and regulations of the SEC and was applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the to such financial position and results of operations of B as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements 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 notes and were subject to normal and recurring audit adjustments which were not year-end adjustments); and are not expected, individually or (iii) fairly presented in all material respects the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions consolidated financial position of the type required to be disclosed pursuant to Items 402 Company and 404 its consolidated Subsidiaries as of Regulation S-K under the Exchange Act since respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. For purposes of this Agreement, “Company Balance Sheet” means that audited consolidated balance sheet (and notes thereto) of the Company and its consolidated Subsidiaries as of December 31, 20002022 (the “Company Balance Sheet Date”) set forth in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2023. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B has timely filed or furnished all All reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it the Parent Parties with the SEC since January 1, 2016 (as they may have been supplemented, modified or amended since the time of filing, including those filed or furnished subsequent to the date hereof) (the “Parent SEC Documents”), have been filed with or furnished to the Securities and Exchange Commission SEC on a timely basis. As of the time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the "SEC") since December 31date hereof, 2000 (collectively, then on the "B SEC REPORTS"). The B SEC Reports, as date of their respective dates, such filing): (i) each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (ii) did not at none of the time they were Parent SEC Documents contained when filed contain (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omit omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is currently subject to the periodic reporting requirements of the Exchange Act. Parent is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Each of the The audited consolidated financial statements and unaudited consolidated interim financial statements of B Parent (including, in each case, any related notes or schedules thereto) and the consolidated Subsidiaries of Parent contained or incorporated by reference in the B Parent SEC Reports complies Documents: (i) complied in all material respects with all applicable requirements the published rules and regulations of the SEC and was applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) and each presented fairlyfairly present, in all material respects, the financial position of the Parent Parties and results their consolidated Subsidiaries as of operations of B as at the respective dates thereof and the results of their operations and their cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, covered thereby. No financial statements of any Person other than the Parent Companies are required by GAAP to be included in the case consolidated financial statements of unaudited statements, to normal and recurring audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20Parent. (c) B Parent has no known liability or obligation designed and maintains a system of any nature internal control over financial reporting (whether accrued, absolute, contingent, or otherwiseas defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended to provide reasonable assurances regarding the reliability of financial reporting for the Parent Companies. Parent has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to provide reasonable assurance that would, individually or material information required to be disclosed by Parent in the aggregatereports that it files or submits under the Exchange Act is recorded, have a B Material Adverse Effectprocessed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. (d) B Parent is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions compliance in all material respects with all current listing requirements of the type required to be disclosed pursuant to Items 402 and 404 NYSE. (e) None of the Parent Companies has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) of Regulation S-K under the Exchange Act since December 31Act) where the result, 2000purpose or intended effect of such transaction or arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, the Parent Companies in their published financial statements or other Parent SEC Documents. (ef) B As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Documents. Parent has no commitmentsmade available to the Company all comment letters and all material correspondence between the SEC, obligations on the one hand, and Parent or plans for capital expenditures Parent OP, on the other hand, since January 1, 2016. As of the date hereof, to Parent’s Knowledge, none of the Parent SEC Documents is the subject of ongoing SEC review. (g) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, none of the Parent Companies has made or otherwise involving cash payments permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer (as defined in excess Rule 3b-7 under the Exchange Act) or trustee of an aggregate Parent. (h) As of $2,000,000 expected the date hereof, none of the Parent Companies has liabilities of the type required to be paid or become payable either within 12 months from disclosed in the date hereof or as liabilities column of a result of the Mergersbalance sheet prepared in accordance with GAAP, other than except for: (i) pursuant to B Material Contracts Liabilities disclosed in the financial statements as of June 30, 2018 (as defined below), including any related notes) contained in the Parent SEC Documents filed with the SEC before the date of this Agreement; (ii) pursuant to SECTION 9.05 or Liabilities incurred in the ordinary course of business consistent with past practice in all material respects since June 30, 2018; (iii) other payments pursuant Liabilities to this Agreement perform under Contracts entered into by the Parent Companies; (iv) Liabilities that have not had, and would not, individually or in the ancillary agreementsaggregate, reasonably be expected to have, a Parent Material Adverse Effect; and (v) Liabilities and obligations incurred in connection with the Transactions.

SEC Filings; Financial Statements. (a) B The Buyer has timely filed or furnished all forms, reports reports, registration statements, schedules, statements and other documents (including all exhibits, annexes, supplements and amendments to such documents) (collectively, "Buyer's SEC Documents") required to be filed or furnished by it under the Exchange Act and the Securities Act since February 1, 2004. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the Securities and Exchange Commission (date of this Agreement, then on the "SEC") since December 31, 2000 (collectively, the "B SEC REPORTS"). The B SEC Reports, as date of their respective dates, such filing): (i) Buyer's 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 the rules and regulations promulgated by the SEC thereunder; and (ii) did not at the time they were filed contain none of Buyer'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 made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the The financial statements of B (including, in each case, any including the notes thereto) contained included in or incorporated by reference into Buyer's SEC Documents: (i) complied as to form in all material respects with the B SEC Reports complies with all applicable requirements published rules and regulations of the SEC and was applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (covered, except as may be indicated in the notes thereto) to such financial statements and each presented fairly, in all material respects, the financial position and results of operations of B 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) 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 adjustments, which were not and are not expectedwill not, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or be material in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries magnitude; and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement fairly present in all material respects the financial position of Buyer as of the respective dates thereof and the ancillary agreementsresults of operations, shareholders' equity and cash flows of Buyer for the periods covered thereby. Buyer is not aware of any facts or circumstances that will necessitate a restatement of any financial statements that have been included in Buyer's SEC Documents.

SEC Filings; Financial Statements. (a) B HoldCo has timely filed or furnished all forms, reports reports, statements and other documents (including all exhibits, supplements and amendments thereto) required to be filed or furnished by it with or to the Securities and Exchange Commission (the "“SEC"”) since December 31January 1, 2000 2020 (collectivelysuch documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the "B “SEC REPORTS"Reports”). The B Each SEC ReportsReport (including any financial statements or schedules included therein) (i) as of its date of filing or, if applicable, as of their respective datesthe time of its most recent amendment, (i) complied in all material respects with with, to the extent in effect at such time, the requirements of the Securities Act or the Exchange Act, as the case may be, including, in each case, the rules and regulations promulgated thereunder, and (ii) as of its date of filing or, if applicable, as of the time of its most recent amendment, did not at the time they were 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 or are made, not misleading, except that information as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. (b) Each of the financial statements of B (including, in each case, any notes and schedules thereto) contained included or incorporated by reference in the B SEC Reports complies with all applicable requirements of (collectively, the SEC and was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"“HoldCo Financials”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, fairly presents in all material respectsrespects the consolidated financial position, the financial position and results of operations operations, cash flows and changes in stockholders’ equity of B HoldCo and its Subsidiaries, including Parent, as at the respective dates thereof and for the respective periods indicated therein, therein except as otherwise noted therein (subject, in except that the case of unaudited statements, interim statements may not contain footnotes and are subject to normal and recurring audit adjustments which were not year-end adjustments) and are not expectedhave been prepared in all material respects in accordance with the applicable rules and regulations promulgated by the SEC and GAAP consistently applied during the periods involved, individually except, in each case, as indicated in such statements or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effectnotes thereto. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B The Company has timely filed or furnished all forms, reports and documents (including all exhibits) required to be filed or furnished by it with or to the Securities and Exchange Commission SEC since July 10, 2006 (the "SEC") since December 31, 2000 (collectively, the "B “SEC REPORTS"Reports”). The B SEC Reports, as of their respective dates, Reports (i) complied were prepared in all material respects accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be, be and (ii) did not at the time they were 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. As of the date hereof, the Company is eligible to register securities on Form SB-2 of the Securities Act. (b) Each of the financial statements of B (including, in each case, any notes thereto) contained in the B SEC Reports complies with all applicable requirements of the SEC and was prepared in accordance with U.S. United States generally accepted accounting principles ("U.S. “GAAP"”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented fairly, in all material respects, the financial position and position, results of operations and cash flows of B the Company as at the respective dates thereof and for the respective periods indicated therein, therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring audit year-end adjustments which were not and are not expected, individually or in the aggregateaggregate did not have, and would not reasonably be expected to have have, a B Material Adverse Effect). 20The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) B Except as and to the extent set forth on the balance sheet of the Company as of September 30, 2006 included in the Company Form 10-QSB for the quarterly period ended September 30, 2006, including the notes thereto, the Company has no known liability liabilities or obligation obligations of any nature (whether accrued, absolute, contingent, contingent or otherwise) ), except for liabilities or obligations incurred since September 30, 2006 that wouldwould not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement to which it is a party or (C) have a B Material Adverse Effect. (d) B is The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not indebted yet been filed with the SEC to any directoragreement, officer, employee document or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have other instrument which previously had been no other transactions of filed by the type required to be disclosed Company with the SEC pursuant to Items 402 and 404 of Regulation S-K under the Securities Act or the Exchange Act since December 31, 2000Act. (e) B As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has no commitments, obligations been threatened or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 fact exists which would reasonably be expected to be paid result in the institution of any such investigation. Written correspondence (other than any transmittal letter or become payable either within 12 months from other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof or as a result has been made available to the Investor. The audit committee of the MergersBoard has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, other than and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (iwithin the meaning of Exchange Act Rule 10A-3) pursuant in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreementsfile any such complaint.

SEC Filings; Financial Statements. (a) B has timely filed or furnished Except as set forth on Section 4.7(a) of the Volato Disclosure Schedule, all reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it Volato with or to the Securities and Exchange Commission SEC since November 29, 2021 (the "SEC"“Volato SEC Documents”) since December 31, 2000 have been filed or furnished with the SEC on a timely basis (collectively, the "B SEC REPORTS"subject to extensions pursuant to Exchange Act Rule 12b-25). The B SEC Reports, as As of their respective dates, or, if amended prior to the date of this Agreement, as of the date of (and giving effect to) the last such amendment: (i) each of the Volato SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (ii) did not at no Volato SEC Document contained when filed or furnished (and, in the time they were filed contain case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omit omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Volato SEC Documents (collectively, the “Certifications”) were, as of their respective dates and in all material respects, accurate and complete and complied as to form and content with all applicable Laws. (b) Each of the The financial statements of B (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the B Volato SEC Reports complies Documents: (i) complied as to form in all material respects with all applicable requirements the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the SEC and was applicable thereto as in effect at the time of such filing; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of Volato and results its Subsidiaries as of operations of B as at the respective dates thereof and the consolidated results of operations and cash flows of Volato and its Subsidiaries for the respective periods indicated therein, except as otherwise noted therein covered thereby (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal and recurring year-end audit adjustments which were not and that are not expected, individually or in the aggregate, to have a B Material Adverse Effectaggregate material). 20No financial statements of any Person other than Volato and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of Volato. (c) B Volato’s auditor has no known liability or obligation at all times since the date of any nature enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (whether accruedi) a registered public accounting firm (as defined in Section 2(a)(12) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act), absolute, contingent, or otherwise(ii) that would, individually or “independent” with respect to Volato within the meaning of Regulation S-X under the Exchange Act and (iii) in compliance with subsections (g) through (l) of Section 10A of the aggregate, have a B Material Adverse EffectExchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) B is Except as set forth on Section 4.7(d) of the Volato Disclosure Schedule, V▇▇▇▇▇ has not indebted received any comment letter from the SEC or the staff thereof or any correspondence from NYSE or the staff thereof relating to the delisting or maintenance of listing of the Volato Common Stock on NYSE. V▇▇▇▇▇ has not disclosed any director, officer, employee or agent of B unresolved comments in the Volato SEC Documents. (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expensese) and no such person is indebted to B, and there There have been no other transactions formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the type chief executive officer, chief financial officer or general counsel of Volato, the Volato Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Volato is in compliance in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and the applicable listing and governance rules and regulations of NYSE. (g) Volato maintains, and has maintained, a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Volato and its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Volato Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Volato and its Subsidiaries that could have a material effect on Volato’s financial statements. Neither Volato nor Volato’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by Volato, which is reasonably likely to adversely affect Volato’s ability to record, process, summarize and report financial information; or (B) any fraud, whether or not material, that involves the management or other employees of Volato who have a significant role in Volato’s internal control over financial reporting. Volato maintains disclosure controls and procedures (as defined by Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are reasonably designed to ensure that all information required to be disclosed pursuant in Volato’s 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 Items 402 Volato’s management as appropriate to allow timely decisions regarding required disclosure. The principal executive officer and 404 the principal financial officer of Regulation Volato have made all certifications required by the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Volato is in compliance in all material respects with all current listing and corporate governance requirements of NYSE. (h) None of Volato or any of its Subsidiaries has effected, entered into or created, or has any commitment to effect, enter into or create, any securitization transaction or “off-balance sheet arrangement” (as defined in Section 2.03 of Form 8-K under the Exchange Act since December 31, 2000Act). (ei) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or Except as a result set forth on Section 4.7(j) of the MergersVolato Disclosure Schedule, other than (i) pursuant as of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to B Material Contracts the Volato SEC Documents; (ii) none of the Volato SEC Documents is the subject of ongoing SEC review; and (iii) there are no material inquiries or investigations by the SEC or any internal investigations pending or threatened in writing regarding any accounting practices of Volato. (j) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), none of Volato or any of its Subsidiaries has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer (as defined below), (iiin Rule 3b-7 under the Exchange Act) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreementsdirector of Volato.

SEC Filings; Financial Statements. (a) B The Company has timely filed or furnished all forms, reports and other documents required to be filed or furnished by it with or the SEC since February 1, 2006 (such documents filed since February 1, 2006, and those filed by the Company with the SEC subsequent to the Securities and Exchange Commission (the "SEC") since December 31date of this Agreement, 2000 (collectivelyif any, including any amendments thereof, the "B “SEC REPORTS"Reports”). The B Each SEC ReportsReport (x) complied, or if filed subsequent to the date of the Agreement will comply, as of their respective dates, (i) complied to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (ii“SOX”) and the applicable rules and regulations promulgated thereunder, and (y) did not not, at the time they were it was filed contain (or, if amended prior to the date hereof, as of the date of such amendment), contain, or if filed after the date hereof at the time of filing will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary has been or is required to file any form, report or other document with the SEC. (bi) Each of the consolidated financial statements of B (including, in each case, any notes thereto) contained in the B SEC Reports complies (collectively, the “Audited Company Financial Statements”) (A) have been, or will be, as the case may be, prepared from and in accordance with and accurately reflect the books and records of the Company and its consolidated Company Subsidiaries in all material respects, (B) complied, or will comply, as the case may be, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and was with respect thereto, (C) was, or will be, as the case may be, prepared in accordance with U.S. generally accepted accounting principles ("U.S. “GAAP"”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and (D) and each presented fairlyfairly presents, or will fairly present, as the case may be, in all material respectsrespects the consolidated financial position, the financial position and results of operations and cash flows of B the Company and its 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 interim statements, to normal and recurring audit adjustments which were not and are not expected, individually or year-end adjustments). (ii) The unaudited financial information contained in the aggregateCompany’s earnings release set forth in Section 4.7(b) of the Disclosure Schedule for the quarter ended April 30, 2009 (such unaudited financial information together with the Audited Company Financial Statements, the “Company Financial Reports”) (A) has been prepared from and in accordance with and accurately reflect the books and records of the Company and its consolidated Company Subsidiaries in all material respects, (B) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as noted therein), and (C) fairly presents, in all material respects the consolidated financial position and results of operations of the Company and its consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject to have a B Material Adverse Effectnormal and recurring year-end adjustments). 20. (c) B Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Company Subsidiaries as at January 31, 2009, including the notes thereto (the “2009 Balance Sheet”), neither the Company nor any Company Subsidiary has no known any liability or obligation of any nature (whether accrued, absolute, contingent, contingent or otherwise), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, except for (x) liabilities and obligations incurred in the ordinary course of business in amounts consistent with past practice since the date of the 2009 Balance Sheet that wouldwould not reasonably be expected to have, individually or in the aggregate, have a B Material Adverse Effect, and (y) liabilities and obligations incurred in connection with the preparation and negotiation of this Agreement or as required by this Agreement. Section 4.7(c)-1 of the Disclosure Schedule sets forth a description of all indebtedness for borrowed money of the Company and the Company Subsidiaries greater than $500,000 individually or in the aggregate (other than any indebtedness owed to the Company or a Company Subsidiary). Section 4.7(c)-2 of the Disclosure Schedule lists all obligations of the Company and the Company Subsidiaries in respect of interest rate and currency obligation, swaps, ▇▇▇▇▇▇ or similar arrangements. (d) B Each of the principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the SEC Reports, and the statements contained in such certifications are true and correct. For purposes of this Section 4.7(d), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. The Company is in compliance in all material respects with SOX. (e) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other of the SEC Reports. (f) The Company maintains a system of internal controls over financial reporting and accounting designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes, including to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets that could have a material effect on the Company’s financial statements 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. (g) The Company has in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that material information that is required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. (h) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended January 31, 2009, and such assessment concluded that such controls were effective. Since February 1, 2006, the Company has disclosed to the Company’s outside auditors and the audit committee of the Company (and made copies of such disclosures available to Parent) (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, (B) any fraud, whether or not indebted material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and (C) any claim or allegation of any of the foregoing. Since February 1, 2006, the Company has not received from its independent auditors any oral or written notification of a (i) “reportable condition” or (ii) “material weakness” in the Company’s internal controls. For purposes of this Agreement, the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the date hereof. (i) The Company has furnished Parent with copies of all comment letters received by the Company from the SEC since February 1, 2006, relating to the Company’s SEC Reports and all responses of the Company thereto. There are no outstanding unresolved issues with respect to the Company or the SEC Reports noted in comment letters or other correspondence received by the Company or its attorneys from the SEC, and there are no pending (i) formal or, to the knowledge of the Company, informal investigations of the Company by the SEC or (ii) inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. Since February 1, 2006 there has been no material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. Since February 1, 2006, no current or former attorney representing the Company or any of the Company Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (j) To the knowledge of the Company, no employee of the Company or any of the Company Subsidiaries has provided or is providing information to any law enforcement agency regarding the possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of SOX. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee employee, contractor, subcontractor or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and the Company or any such Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no any other transactions manner discriminated against an employee of the type required to be disclosed pursuant to Items 402 Company or any of the Company Subsidiaries in the terms and 404 conditions of Regulation S-K under the Exchange Act since December 31, 2000employment because of any lawful act of such employee described in Section 806 of SOX. (ek) B The Company has no commitmentsheretofore furnished to Parent complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all Contracts, obligations or plans for capital expenditures or otherwise involving cash payments documents and other instruments that previously had been filed by the Company with the SEC and are currently in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreementseffect.

SEC Filings; Financial Statements. (a) B Section 4.7.1 Parent has timely filed or furnished all registration statements, prospectuses, forms, reports reports, definitive proxy statements, schedules and documents required to be filed or furnished by it with or to under the Securities Act or the Exchange Act, as the case may be, from and Exchange Commission (the "SEC") since December 31after March 9, 2000 2010 (collectively, the "B “Parent SEC REPORTS"Filings”). The B Each Parent SEC ReportsFiling, as amended or supplemented if applicable, (A) as of its date, or, if amended or supplemented, as of their respective datesthe date of such amendment or supplement, (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (iiB) did not not, at the time they were it was filed (or became effective in the case of registration statements), or, if amended or supplemented, as of the date of such amendment or supplement, 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) Section 4.7.2 Each of the consolidated financial statements of B (including, in each case, any notes thereto) contained in the B Parent SEC Reports complies with all applicable requirements of the SEC and Filings, as amended or supplemented if applicable, was prepared in accordance with U.S. generally accepted accounting principles GAAP applied ("U.S. GAAP"except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ), and each presented fairly, in all material respects, the consolidated financial position and position, results of operations and cash flows of B Parent and the consolidated Parent Subsidiaries as at of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited quarterly financial statements, to normal and recurring audit year-end adjustments which were did not and are not expectedwould not, individually or in the aggregate, reasonably be expected to have a B Parent Material Adverse Effect). 20. Section 4.7.3 Except as and to the extent set forth (cA) B on the consolidated balance sheet of Parent and the consolidated Parent Subsidiaries as of December 31, 2011 included in Parent’s annual report filed on Form 10-K for the year ended December 31, 2011, including the notes thereto, or (B) in the Parent SEC Filings filed after December 31, 2011, none of Parent or any consolidated Parent Subsidiary has no known liability any liabilities or obligation obligations of any nature (whether accrued, absolute, contingent, contingent or otherwise) that wouldwould be required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, except for liabilities or obligations (1) under this Agreement or incurred in connection with the Transactions, (2) incurred in the ordinary course of business since December 31, 2011 that would not, individually or in the aggregate, reasonably be expected to have a B Parent Material Adverse Effect. Effect or (d3) B is not indebted to any director, officer, employee incurred at the request or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions with the consent of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000Company. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B Other than such documents that can be obtained on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇, ▇▇▇▇▇▇ has timely made available to Iris accurate and complete copies of all registration statements, proxy statements, Meadow Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed or furnished by Meadow with the SEC between January 1, 2020 and the date hereof (the “Meadow SEC Documents”). Since the date of the Meadow Balance Sheet, all formsmaterial statements, reports reports, schedules, forms and other documents required to be have been filed by Meadow or furnished its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by it with or a filing prior to the Securities and Exchange Commission (date of this Agreement, then on the "SEC") since December 31date of such filing), 2000 (collectively, each of the "B Meadow SEC REPORTS"). The B SEC Reports, as of their respective dates, (i) 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, and (ii) did not at as of the time they were filed contain filed, none of the Meadow SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (or, in the case of a Meadow SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein not misleading); provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by ▇▇▇▇▇▇ to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Meadow SEC Documents (collectively, the “Meadow Certifications”) are accurate and complete in all material respects and comply as to form and content in all material respects with all applicable Laws. As used in this Section 4.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) Each of the The financial statements of B (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the B Meadow SEC Reports complies Documents: (i) complied as to form in all material respects with all applicable requirements the published rules and regulations of the SEC and was applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, except as permitted by the SEC on Form 10-Q under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and each presented fairly(iii) fairly present, in all material respects, the financial position of Meadow and results its consolidated Subsidiaries as of operations of B as at the respective dates thereof and the results of operations and cash flows of Meadow and its consolidated Subsidiaries for the respective periods indicated therein, except covered thereby. Other than as otherwise noted therein (subject, expressly disclosed in the case of unaudited statementsMeadow SEC Documents filed between January 1, 2020 and the date hereof there has been no material change in ▇▇▇▇▇▇’s accounting methods or principles that would be required to normal and recurring audit adjustments which were not and are not expected, individually or be disclosed in the aggregate, to have a B Material Adverse Effect). 20Meadow’s financial statements in accordance with GAAP. (c) B has no known liability or obligation As of any nature (whether accruedthe date of this Agreement, absolute, contingent, or otherwise) that would, individually or Meadow is in compliance in all material respects with the aggregate, have a B Material Adverse Effectapplicable current listing and governance rules and regulations of Nasdaq. (d) B is not indebted to any director, officer, employee or agent Meadow maintains a system of B internal control over financial reporting (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and defined in reimbursement of ordinary course expensesRules 13a-15(f) and no such person is indebted to B, and there have been no other transactions 15d-15(f) of the type required Exchange Act) that is designed to be disclosed pursuant provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and to Items 402 provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that receipts and 404 expenditures are made only in accordance with authorizations of Regulation S-K under management and the Exchange Act since Meadow Board and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Meadow’s assets that could have a material effect on ▇▇▇▇▇▇’s financial statements. Meadow has evaluated the effectiveness of Meadow’s system of internal control over financial reporting as of December 31, 20002021, and, to the extent required by applicable Law, presented in any applicable Meadow 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. ▇▇▇▇▇▇ has disclosed, based on its most recent evaluation of internal control over financial reporting, to ▇▇▇▇▇▇’s auditors and audit committee (and made available to Iris a summary of the significant aspects of such disclosure) (A) all significant deficiencies, if any, in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect ▇▇▇▇▇▇’s ability to record, process, summarize and report financial information and (B) any known fraud that involves management or other employees who have a significant role in Meadow’s internal control over financial reporting. Meadow has not identified, based on its most recent evaluation of internal control over financial reporting, any material weaknesses in the design or operation of Meadow’s internal control over financial reporting. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts Meadow maintains “disclosure controls and procedures” (as defined below)in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by ▇▇▇▇▇▇ in the periodic reports that it files or submits under the Exchange Act is recorded, (ii) pursuant processed, summarized and reported within the required time periods, and that all such information is accumulated and communicated to SECTION 9.05 or (iii) other payments pursuant Meadow’s management as appropriate to this Agreement allow timely decisions regarding required disclosure and to make the ancillary agreementsMeadow Certifications.

SEC Filings; Financial Statements. (a) B Since January 1, 2021, the Company has timely 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 it the Company with the SEC (as supplemented, modified or amended since the time of filing, the “Company SEC Documents”). As of their respective filing dates, or, if amended prior to the Securities and Exchange Commission (the "SEC") since December 31, 2000 (collectively, the "B SEC REPORTS"). The B SEC Reportsdate of this Agreement, as of their respective datesthe date of (and giving effect to) the last such amendment (and, (i) in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) did were prepared in accordance with United States generally accepted accounting principles (“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 interim financial statements, as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly presented, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). (c) The Company maintains, and at all times since January 1, 2021 has maintained, a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2022, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective. To the knowledge of the Company, since January 1, 2021, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by the Company; (2) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company; or (3) any claim or allegation of the foregoing. (d) The Company maintains, and at all times since January 1, 2021 has maintained, disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s 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 the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq and has not, since January 1, 2021, received any notice from Nasdaq asserting any material noncompliance with such requirements. (e) The Company is not a party to, nor does it have any obligation or other commitment to become a party to, any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. None of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (g) Each document required to be filed by the Company with the SEC in connection with the Transactions, including a proxy statement in preliminary form related to the Company Stockholder Meeting (together with any supplements or amendments thereto, the “Merger Proxy Statement”), when filed, distributed or otherwise disseminated to the Company’s stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Merger Proxy Statement, at the time they were filed of the filing of such Merger Proxy Statement or any supplement or amendment thereto with the SEC and at the time such Merger Proxy Statement or any supplements or amendments thereto are first distributed or otherwise disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) Each . Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the financial statements of B (including, in each case, any notes thereto) contained Parent or Merger Sub for inclusion or incorporation by reference in the B SEC Reports complies with all applicable requirements of the SEC and was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the financial position and results of operations of B 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 audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse EffectMerger Proxy Statement. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B Since January 1, 2009, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports reports, definitive proxy statements, schedules, statements and documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the "SEC") since December 31, 2000 (collectively, the "B SEC REPORTS"). The B SEC Reports, as of their respective dates, (i) complied in all material respects with the requirements of under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective filing dates the Company SEC Documents (iii) did not at (or with respect to Company SEC Documents filed after the time they were filed date hereof, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. , and (bii) Each of complied in all material respects with the financial statements of B (including, in each case, any notes thereto) contained in the B SEC Reports complies with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or other documents with the SEC. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. All of the audited consolidated financial statements and was unaudited consolidated interim financial statements of the Company and the consolidated Company Subsidiaries included in the Company SEC Documents (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared from, are in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout with, and accurately reflect the periods indicated (except as may be indicated in books and records of the notes thereto) Company and each presented fairly, the consolidated Company Subsidiaries in all material respects, the financial position and results of operations of B 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 audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.,

SEC Filings; Financial Statements. (a) B The Company and, to the extent applicable, each of its then or current subsidiaries, has timely filed or furnished all forms, reports reports, statements and documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the "SEC") since December 31January 1, 2000 1999 (collectively, the "B COMPANY SEC REPORTS"). The B SEC Reports, as each of their respective dates, (i) which has complied in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, or the Exchange ActAct and the rules and regulations promulgated thereunder, each as in effect on the case may bedate so filed. None of such Company 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 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 made 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 made prior to the date hereof (a copy of which has been provided or made available to Parent), none of the Company SEC Reports filed by the Company since January 1, 1999, 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) Each of the unaudited consolidated financial statements of B the Company and its subsidiaries (including, in each case, including any audited and related notes thereto) contained included in the B Company SEC Reports Reports, complies or, if not yet filed, will comply as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC and was with respect thereto, has been or, if not yet filed, will have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"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 indicated involved (except as may be indicated in the notes thereto) and each presented fairly, fairly presents in all material respectsrespects or, if not yet filed, will fairly present in all material respects the consolidated financial position of the Company and results of operations of B as its subsidiaries at the respective dates date thereof and the consolidated results of its and their operations and changes in cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effectadjustments). 20. (c) B Except as and to the extent set forth on the consolidated balance sheet of the Company and its subsidiaries at June 30, 2000, including the notes thereto, included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000 (the "JUNE 30 10Q"), neither the Company nor any of its subsidiaries has no known liability any liabilities or obligation obligations of any nature (whether accrued, absolute, contingent, contingent or otherwise) that would), except for liabilities or obligations incurred in the ordinary course of business since June 30, 2000 which could not, individually or in the aggregate, reasonably be expected to have a B Material Adverse Effect. (d) B is The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not indebted yet been filed with the SEC to any directoragreements, officer, employee documents or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have other instruments which previously had been no other transactions of filed by the type required to be disclosed Company with the SEC pursuant to Items 402 the Securities Act and 404 of Regulation S-K under the rules and regulations promulgated thereunder or the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreementsrules and regulations promulgated thereunder.

SEC Filings; Financial Statements. (a) B The Company has timely filed or furnished all forms, reports reports, registration statements, proxy statements and documents (including all exhibits) required to be filed or furnished by it with or to the Securities and Exchange Commission (the "SEC") SEC since December 31, 2000 2004 (collectively, the "B “Company SEC REPORTS"Reports”). The B Company SEC ReportsReports (i) filed prior to the date of this Agreement were, as of their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last amendment or superseding filing prior to the date hereof, and (iii) complied filed on or after the date hereof, will be, as of their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing, in each case, prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder. The Company SEC Reports (iix) filed prior to the date of this Agreement did not at as of their respective dates, or, if amended or superseded by a subsequent filing, as of the time they were date of the last such amendment or superseding filing prior to the date hereof, and (y) filed on or after the date hereof will not as of their respective dates, or if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing, in each case, 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. To the knowledge of the Company, as of the date hereof, there are no material unresolved SEC comments. (b) Each of the consolidated financial statements of B (including, in each case, any notes thereto) contained in the B Company SEC Reports complies with all applicable requirements of Reports, each as amended prior to the SEC and date hereof, was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlyfairly presented, in all material respects, the consolidated financial position and position, results of operations and cash flows of B the Company and its consolidated Company Subsidiaries as at of the respective dates thereof and for the respective periods indicated therein, therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring audit adjustments which year end adjustments). Except for matters reflected or reserved against in the consolidated balance sheet of the Company as of March 31, 2007 (or the notes thereto) included in the Company SEC Reports, neither the Company nor any of the Company Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities and obligations that (i) were incurred since March 31, 2007 in the ordinary course of business consistent with past practice, (ii) are incurred in connection with the transactions contemplated by this Agreement or (iii) have not had and are would not expectedreasonably be expected to have, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (dc) B is not indebted The Company and its subsidiaries have devised and maintain a system of internal accounting controls sufficient to any director, officer, employee or agent provide reasonable assurances regarding the reliability of B financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Each of the Company and its subsidiaries (except for amounts due as normal salaries 1) has designed disclosure controls and bonuses and payments due to agents under contracts and in reimbursement procedures (within the meaning of ordinary course expensesRules 13a-15(e) and no such person is indebted to B, and there have been no other transactions 15d-15(e) of the type Exchange Act) to ensure that material information relating to such entity and its subsidiaries is made known to the management of such entity (or its general partner) by others within those entities as appropriate to allow timely decisions regarding required disclosure and to be disclosed pursuant to Items 402 and 404 of Regulation S-K under make the certifications required by the Exchange Act since December 31with respect to the Company SEC Reports, 2000and (2) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. (ed) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments The Company is in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from compliance in all material respects with the date hereof or as a result provisions of the Mergers, other than (i) pursuant S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 that are applicable to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreementsCompany.

SEC Filings; Financial Statements. (a) B Since December 31, 2013, except to the extent disclosed therein, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports reports, definitive proxy statements, schedules and documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the "SEC") since December 31, 2000 (collectively, the "B SEC REPORTS"). The B SEC Reports, as of their respective dates, (i) complied in all material respects with the requirements of under the Securities Act or the Exchange Act, as the case may be (collectively, the “Company SEC Filings”). Each Company SEC Filing (i) as of its date, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and any applicable rules and regulations promulgated thereunder applicable to the Company SEC Filings, and (ii) did not not, at the time they were filed it was 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. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act. (b) Each of the consolidated financial statements of B (including, in each case, any notes thereto) contained or incorporated by reference in the B Company SEC Reports complies with all applicable requirements of the SEC and Filings was prepared in accordance with U.S. generally accepted accounting principles GAAP applied ("U.S. GAAP"except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ), and each presented fairly, fairly in all material respects, or in the case of Company SEC Filings filed after the date of this Agreement, will fairly present in all material respects the consolidated financial position and position, results of operations operations, comprehensive income or loss, changes in stockholders’ equity and cash flows, as applicable, of B the Company, the Company Subsidiaries and the Excluded Subsidiaries as at of 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 year-end adjustments). The books and recurring audit adjustments which were not records of the Company and each Company Subsidiary have been, and are not expectedbeing, individually or maintained in the aggregate, to have a B Material Adverse Effect). 20accordance with applicable legal and accounting requirements. (c) B Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Company Subsidiaries and Excluded Subsidiaries as of December 31, 2015, included in the Company Form 10-K for the year ended December 31, 2015, including the notes thereto, none of the Company or any consolidated Company Subsidiary or Excluded Subsidiary has no known liability any liabilities or obligation obligations of any nature (whether accrued, absolute, contingent, contingent or otherwise) that would(i) would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of the Company Subsidiaries, including under any applicable Company Permits and (ii) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, except for liabilities or obligations incurred in the ordinary course of business since December 31, 2015, and that, individually or in the aggregate, have are not and would not reasonably be expected to (A) prevent or materially delay consummation of the Merger or (B) otherwise be material to the Company and the Company Subsidiaries, taken as a B Material Adverse Effectwhole. (d) B is not indebted to any director, officer, employee or agent The Company has designed and maintains a system of B internal control over financial reporting (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and defined in reimbursement of ordinary course expensesRules 13a-15(f) and no such person is indebted 15d-15(f) of the Exchange Act) effective in providing reasonable assurances regarding the reliability of financial reporting for the Company and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to Bthe maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and there have been no other transactions that receipts and expenditures of the type Company are being made only in accordance with authorizations of management and directors of the Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that information required to be disclosed pursuant to Items 402 and 404 of Regulation S-K by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. Since December 31, 2013, the Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has provided to Parent prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since December 31, 20002013. Since December 31, 2013, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Company employees regarding any material and questionable accounting or auditing matters, have been received by the Company. The Company has provided to Parent prior to the date of this Agreement a summary of all material complaints or concerns relating to other matters made since December 31, 2013 through the Company’s whistleblower hot line or equivalent system for receipt of employee concerns regarding possible violations of Law. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments The Company is in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from compliance in all material respects with the date hereof or as a result applicable listing and corporate governance rules and regulations of the MergersExchange. Except as permitted by the Exchange Act, other than including Sections 13(k)(2) and (i3) pursuant or rules of the SEC, since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither the Company nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the form of a personal loan to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 any executive officer or (iii) other payments pursuant to this Agreement and director of the ancillary agreementsCompany.

SEC Filings; Financial Statements. UBSH and ANCX each represents and warrants to the other that: (ai) B It has timely filed or furnished all formsreports, reports registration statements, proxy statements, offering circulars, schedules and other documents required to be filed or furnished by it it, together with or any amendments required to be made with respect thereto (collectively, the Securities and Exchange Commission (“SEC Reports”), with the "SEC") SEC since December 31, 2000 (collectively2014 under the Securities Act, the "B Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and, to the extent such SEC REPORTS"Reports are not available on the SEC’s Electronic Data Gathering Analysis and Retrieval system (“E▇▇▇▇”), made available to the other party copies of such SEC Reports. The B Its SEC Reports, as of their respective datesincluding the financial statements, exhibits and schedules contained therein, (iA) at the time filed, complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and (iiB) did not at the time they were filed (or if amended or superseded by another SEC Report filed prior to the date of this Agreement, then on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements made thereinin such SEC Reports, in light of the circumstances under which they were made, not misleading. (bii) Each of the its financial statements of B (including, in each case, any notes thereto) contained in or incorporated by reference into any SEC Reports, including the B SEC Reports complies related notes, where applicable (the “Financial Statements”) complied in all material respects with all the applicable requirements of the SEC Securities Act and was prepared in accordance the Exchange Act with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes respect thereto) and each , fairly presented fairly, in all material respects, respects the consolidated financial position of it and results of operations of B its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated indicated, in each case in accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied during the periods indicated, except in each case as may be noted therein, except and subject to normal year-end audit adjustments and as otherwise noted therein (subject, permitted by Form 10-Q in the case of unaudited financial statements, to normal and recurring audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (diii) B It and each of its Subsidiaries has devised and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary (1) to permit the preparation of financial statements in conformity with GAAP consistently applied with respect to institutions such as such party or other criteria applicable to such financial statements, and (2) to maintain proper accountability for items therein; (C) access to its and its Subsidiaries’ properties and assets is not indebted permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate actions taken with respect to any director, officer, employee or agent of B differences. (except for amounts due iv) Its “disclosure controls and procedures” (as normal salaries and bonuses and payments due to agents under contracts and defined in reimbursement of ordinary course expensesRules 13a-15(e) and no such person is indebted to B, and there have been no other transactions 15d-15(e) of the type Exchange Act) are designed to ensure that all information required to be disclosed pursuant by it in its SEC Reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that all such information is accumulated and communicated to Items 402 its management as appropriate to allow timely decisions regarding required disclosure and 404 to make the certifications of Regulation S-K its chief executive officer and chief financial officer required under the Exchange Act since December 31with respect to such reports. It has disclosed, 2000based on its most recent evaluation prior to the date hereof, to its auditors and the audit committee of its Board of Directors and on Section 3.2(f)(iv) of its Disclosure Letter (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect its 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 its internal controls over financial reporting. These disclosures were made in writing by management to its auditors and the audit committee of its Board of Directors and a copy has previously been made available to the other party. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as of the date hereof. (ev) B has As of the date of this Agreement, there are no commitments, obligations outstanding comments from or plans for capital expenditures unresolved issues raised by the SEC staff with respect to its SEC Reports. (vi) None of the information supplied or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid supplied by it or become payable either within 12 months from its Subsidiaries or any Affiliate thereof for inclusion or by incorporation by reference in the date hereof Registration Statement will, when supplied or as a result when the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act (or when incorporated by reference), be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. The portions of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement Registration Statement and the ancillary agreementsJoint Proxy Statement relating to it and its Subsidiaries and other portions within the reasonable control of it and its Subsidiaries will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements. (a) B Since January 1, 2011, the Company has timely 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 it the Company with or to the Securities and Exchange Commission SEC (the "SEC") since December 31, 2000 (collectively, the "B “Company SEC REPORTS"Documents”). The B SEC Reports, as As of their respective dates, (i) complied the Company SEC Documents complied, and each Company SEC Document to be filed subsequent to the date hereof will comply, 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 thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained, and each Company SEC Document filed subsequent to the date hereof will not contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) complied or will comply as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) did were or will be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) fairly presented or will fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (subject, in the case of the unaudited financial statements, to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). No financial statements of any Person are required by GAAP to be consolidated with the financial statements of the Company. (c) The Company maintains, and at all times since January 1, 2010 has maintained, a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2012, and, such assessment concluded that such controls were effective and the Company’s independent registered accountant has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Company maintained effective internal control over financial reporting as of December 31, 2012. Since January 1, 2012, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (2) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company; or (3) any claim or allegation regarding any of the foregoing. Any material change in internal controls over financial reporting and any significant deficiency or material weakness in the design or operation of internal control over financial reporting required to be disclosed in any Company SEC Document or in any form, report or document filed by the Company with the SEC since January 1, 2010 has been so disclosed and each significant deficiency and material weakness previously so disclosed have been remediated. (d) The Company maintains and has since January 1, 2010 maintained, disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s 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 the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ. (e) The Company is not a party to, nor does it have any obligation or other commitment to become a party to, any securitization transaction, off-balance sheet partnership, joint venture or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or other Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (g) Each document required to be filed by the Company with the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D-9), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time they were filed of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (bi) Each The information with respect to the Company that the Company furnishes to Parent or Purchaser in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the financial filing with the SEC, the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements of B (includingmade therein, in each case, any notes thereto) contained in the B SEC Reports complies with all applicable requirements light of the SEC and was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlycircumstances under which they were made, in all material respects, the financial position and results of operations of B 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 audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effectmisleading. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant Notwithstanding the foregoing, the Company makes no representation with respect to SECTION 9.05 statements made or (iii) other payments pursuant to this Agreement and incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the ancillary agreementsCompany Disclosure Documents.

SEC Filings; Financial Statements. (a) B Meerkat has timely 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 or furnished by Meerkat with the SEC since September 30, 2015 (the “Meerkat 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 Meerkat Disclosure Schedule, all formsmaterial statements, reports reports, schedules, forms and other documents required to be have been filed by Meerkat or furnished its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by it with or a filing prior to the Securities and Exchange Commission (date of this Agreement, then on the "SEC") since December 31date of such filing), 2000 (collectively, each of the "B Meerkat SEC REPORTS"). The B SEC Reports, as of their respective dates, (i) 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 (ii) did not at as of the time they were filed contain filed, none of the Meerkat SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The 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 Meerkat 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) Each of the The financial statements of B (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the B Meerkat SEC Reports complies Documents: (i) complied as to form in all material respects with all applicable requirements the published rules and regulations of the SEC and was applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial 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 that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and each presented fairly(iii) fairly present, in all material respects, the financial position and results of operations Meerkat as of B as at the respective dates thereof and the results of operations and cash flows of Meerkat for the respective periods indicated therein, except covered thereby. Other than as otherwise noted therein (subject, expressly disclosed in the case Meerkat SEC Documents filed prior to the date hereof, there has been no material change in Meerkat’s accounting methods or principles that would be required to be disclosed in Meerkat’s financial statements in accordance with GAAP. The books of unaudited statements, to normal account and recurring audit adjustments which were not other financial records of Meerkat and each of its Subsidiaries are not expected, individually or true and complete in the aggregate, to have a B Material Adverse Effect). 20all material respects. (c) B Meerkat’s auditor has no known liability or obligation at all times since the date of any nature enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (whether accruedi) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) to the Knowledge of Meerkat, absolute“independent” with respect to Meerkat within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of Meerkat, contingent, or otherwisein compliance with subsections (g) that would, individually or in through (l) of Section 10A of the aggregate, have a B Material Adverse EffectExchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) B is Meerkat has not indebted received any comment letter from the SEC or the staff thereof or any correspondence from NASDAQ or the staff thereof relating to any director, officer, employee the delisting or agent maintenance of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions listing of the type required to be Meerkat Common Stock on the NASDAQ Global Market. Meerkat has not disclosed pursuant to Items 402 and 404 of Regulation S-K under any unresolved comments in the Exchange Act since December 31, 2000Meerkat SEC Documents. (e) B has Since January 1, 2014, there have been no commitmentsformal internal investigations regarding financial reporting or accounting policies and practices discussed with, obligations reviewed by or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from initiated at the date hereof or as a result direction of the Mergerschief executive officer, chief financial officer, or general counsel of Meerkat, the Meerkat 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) Meerkat is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and governance rules and regulations of the NASDAQ Global Market. (g) Meerkat 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) pursuant to B Material Contracts (as defined below)that Meerkat maintains records that in reasonable detail accurately and fairly reflect Meerkat’s transactions and dispositions of assets, (ii) pursuant that transactions are recorded as necessary to SECTION 9.05 or permit preparation of financial statements in accordance with GAAP, (iii) other payments pursuant to this Agreement that receipts and expenditures are made only in accordance with authorizations of management and the ancillary agreementsMeerkat Board, and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Meerkat’s assets that could have a material effect on Meerkat’s financial statements. Meerkat has evaluated the effectiveness of Meerkat’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Meerkat 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. Meerkat has disclosed to Meerkat’s auditors and the Audit Committee of the Meerkat Board (and made available to the Company a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Meerkat’s 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 Meerkat’s or its Subsidiaries’ internal control over financial reporting. Except as disclosed in the Meerkat SEC Documents filed prior to the date hereof, Meerkat has not identified any material weaknesses in the design or operation of Meerkat’s internal control over financial reporting. Since January 1, 2014, there have been no material changes in Meerkat’s internal control over financial reporting. (h) Meerkat’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 Meerkat 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 Meerkat’s management as appropriate to allow timely decisions regarding required disclosure and to make the Certifications.

SEC Filings; Financial Statements. (a) B The Company has timely delivered to Parent accurate and complete copies of each report, registration statement (on a form other than Form S-8) and definitive proxy statement (excluding copies of exhibits) filed or furnished all formsby the Company with the SEC since October 30, reports and documents required to be filed or furnished by it with or to the Securities and Exchange Commission 1995 (the "SEC") since December 31, 2000 (collectively, the "B Company SEC REPORTSDocuments"), including the Company's Registration Statement on Form S-1 filed with the SEC on October 30, 1995, and the Company's prospectus contained therein. The B As of the time it was filed with the SEC Reports(or, as if amended or superseded by a filing prior to the date of their respective datesthis Agreement, then on the date of such filing): (i) each of the Company 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 (ii) did not at none of the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the The financial statements of B (including, in each case, including any notes theretorelated notes) contained in the B Company SEC Reports complies Documents: (i) complied as to form in all material respects with all applicable requirements the published rules and regulations of the SEC and was applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the to such financial position and results of operations of B as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements 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 contain footnotes and are subject to normal and recurring audit year-end adjustments which were not and are not expectedwill not, individually or in the aggregate, to have a B Material Adverse Effectbe material in amount). 20, and (iii) fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby. (c) B The Company has no known liability or obligation delivered to Parent an unaudited consolidated balance sheet of any nature the Company and its subsidiaries as of September 30, 1996 (whether accruedthe "Company Unaudited Interim Balance Sheet"), absoluteand the related unaudited consolidated income statement, contingent, or otherwisestatement of stockholders' equity and statement of cash flows of the Company for the nine months then ended. The financial statements referred to in this Section 2.4(c): (i) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with the basis on which the financial statements referred to in Section 2.4(b) were prepared (except that wouldthe financial statements referred to in this Section 2.4(c) do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and be material in reimbursement of ordinary course expenses) and no such person is indebted to Bamount), and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement fairly present the consolidated financial position of the Company and its subsidiaries as of September 30, 1996 and the ancillary agreementsconsolidated results of operations and cash flows of the Company and its subsidiaries for the period covered thereby.

SEC Filings; Financial Statements. (a) B has All forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), excluding the Joint Proxy Statement/Consent Solicitation Statement, required to have been filed with or furnished to the SEC by Pi or any of the Pi Subsidiaries since January 1, 2021 (the “Pi SEC Documents”) have been timely filed or furnished all forms, reports and documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the "SEC") since December 31, 2000 (collectively, the "B SEC REPORTS"). The B SEC Reportsfurnished, as the case may be. As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such amendment, supplement or superseding filing): (i) each of the Pi 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 requirements of SOX and (ii) did not at none of the time they were filed contain Pi SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the The financial statements of B (includingincluding related notes, in each case, any notes theretoif any) contained in the B Pi SEC Reports complies Documents: (i) complied as to form in all material respects with all applicable requirements the published rules and regulations of the SEC and was applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the to such financial position and results of operations of B as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements 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 notes and were subject to normal and recurring audit adjustments which were not year-end adjustments); and are not expected, individually or (iii) fairly presented in all material respects the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation consolidated financial position of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due Pi and its consolidated Subsidiaries as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 respective dates thereof and 404 the consolidated results of Regulation S-K under operations and cash flows of Pi and its consolidated Subsidiaries for the Exchange Act since periods covered thereby. For purposes of this Agreement, “Pi Balance Sheet” means that audited consolidated balance sheet (and notes thereto) of Pi and its consolidated Subsidiaries as of December 31, 20002020 (the “Pi Balance Sheet Date”) set forth in Pi’s Annual Report on Form 10-K filed with the SEC on March 9, 2021. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B There has timely been available on the SEC E▇▇▇▇ website, copies of each report, registration statement and definitive proxy statement filed or furnished by Company with the SEC since at least January 1, 2017 (the “Company SEC Reports”), which are all the forms, reports and documents required to be filed or furnished by it Company with or the SEC from January 1, 2017 to the Securities and Exchange Commission (the "SEC") since December 31, 2000 (collectively, the "B SEC REPORTS")date of this Agreement. The B SEC Reports, as As of their respective dates, the Company SEC Reports (i) were prepared in accordance and 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 of the SEC thereunder applicable to such Company SEC Reports; and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing 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 made therein, in light of the circumstances under which they were made, not misleading. (b) Each set of the financial statements of B (including, in each case, any related notes thereto) contained in the B Company SEC Reports complies comply as to form in all material respects with all applicable requirements the published rules and regulations of the SEC and was with respect thereto, were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the financial position and results of operations of B as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectthereto or, in the case of unaudited statements, to normal and recurring audit adjustments which were do not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due contain footnotes as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation Spermitted by Form 10-K Q promulgated under the Exchange Act since December 31, 2000. (eAct) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments and each fairly presents in excess all material respects the financial position of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from Company at the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement respective dates thereof and the ancillary agreementsresults of its operations and cash flows for the periods indicated.

SEC Filings; Financial Statements. (a) B Since January 1, 2018, the Company has timely 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 it the Company with the SEC (as supplemented, modified or to amended since the Securities and Exchange Commission (the "SEC") since December 31, 2000 (collectivelytime of filing, the "B “Company SEC REPORTS"Documents”). The B SEC Reports, as As of their respective dates, or, if amended prior to the date of this Agreement, as of the date of (iand giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2001, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) did were prepared in accordance with United States generally accepted accounting principles (“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 interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act); and (iii) fairly presented, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). (c) The Company maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act), which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on its financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2019, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective. To the knowledge of the Company, since January 1, 2020, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by the Company, which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (2) any fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. (d) The Company maintains disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s 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 the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ. (e) The Company is not a party to, nor does it have any obligation or other commitment to become a party to, “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened in writing, in each case regarding any accounting practices of the Company, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) Each document required to be filed by the Company with the SEC in connection with the Offer, including the Schedule 14D-9 (the “Company Disclosure Documents”), and any amendments or supplements thereto, when filed, distributed or otherwise disseminated to the Company’s stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time they were filed of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or otherwise disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (bi) Each The information with respect to the Company that the Company furnishes to Parent or Purchaser specifically for use in the Offer Documents, at the time of the financial filing of and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements of B (includingmade therein, in each case, any notes thereto) contained in the B SEC Reports complies with all applicable requirements light of the SEC and was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlycircumstances under which they were made, in all material respects, the financial position and results of operations of B 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 audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effectmisleading. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant Notwithstanding the foregoing, the Company makes no representation with respect to SECTION 9.05 statements made or (iii) other payments pursuant to this Agreement and incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the ancillary agreementsCompany Disclosure Documents.

SEC Filings; Financial Statements. (a) B Since January 1, 2014, the Company has timely 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 it the Company with the SEC (as supplemented, modified or to amended since the Securities and Exchange Commission (the "SEC") since December 31, 2000 (collectivelytime of filing, the "B “Company SEC REPORTS"Documents”). The B SEC Reports, as As of their respective dates, or, if amended prior to the date of this Agreement, as of the date of (iand giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2001, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) did were prepared in accordance with United States generally accepted accounting principles (“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 interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act); and (iii) fairly presented, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). (c) The Company maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2015, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective. To the knowledge of the Company, since January 1, 2014, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by the Company, which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (2) any fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting. (d) The Company has established and maintains and has since January 1, 2014 maintained, disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s 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 the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance, and since January 1, 2014 has been in compliance, in all material respects with all current listing and corporate governance requirements of NASDAQ and is in compliance in all material respects with all applicable rules, regulations and requirements of the SEC and with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) The Company is not a party to, nor does it have any obligation or other commitment to become a party to, “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. The Company has, prior to the date hereof, provided Parent or its Representatives with accurate and complete copies of all SEC comment letters received and response letters submitted and other correspondence with the SEC with respect to the Company SEC Documents, within the year prior to the date of this Agreement to the extent such comment letters, response letters and correspondence are not publicly available. (g) Each document required to be filed by the Company with the SEC in connection with the Offer, including the Schedule 14D-9 (the “Company Disclosure Documents”), and any amendments or supplements thereto, when filed, distributed or otherwise disseminated to the Company’s stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time they were filed of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or otherwise disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (bi) Each The information with respect to the Company that the Company furnishes to Parent or Purchaser specifically for use in the Schedule TO and the Offer Documents, at the time of the financial filing of the Schedule TO and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements of B (includingmade therein, in each caselight of the circumstances under which they were made, any notes theretonot misleading. (ii) contained Notwithstanding the foregoing, the Company makes no representation with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the B SEC Reports complies Company Disclosure Documents. (h) All outstanding securities of the Company have been offered and issued in compliance in all material respects with all applicable requirements of securities Legal Requirements, including the SEC Securities Act and was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the financial position and results of operations of B 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 audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect“blue sky” Legal Requirements. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B The Company has timely filed or furnished all reports, schedules, forms, reports statements and other documents required to be filed or furnished by it with or the SEC pursuant to the Securities reporting requirements of the Exchange Act in addition to one or more registration statements and Exchange Commission amendments thereto heretofore filed by the Company with the SEC (all of the foregoing including filings incorporated by reference therein being referred to herein as the "SEC") since December 31, 2000 (collectively, the "B Company SEC REPORTSDocuments"). The B As of the time it was filed with the SEC Reports(or, as if amended or superseded by a filing prior to the date of their respective datesthis Agreement, then on the date of such filing): (i) each of the Company 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 (ii) did not at none of the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or its business, properties, prospects, operations or financial condition, which, under any applicable Legal Requirements, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed. (b) Each of the The financial statements of B (including, in each case, including any notes theretorelated notes) contained in the B Company SEC Reports complies Documents: (i) complied as to form in all material respects with all applicable requirements the published rules and regulations of the SEC and was applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the to such financial position and results of operations of B as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements or, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring audit year-end adjustments which were not and are not expectedwill not, individually or in the aggregate, to have a B Material Adverse Effectbe material in amount). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement fairly present the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the ancillary agreementsconsolidated results of operations of the Company and its Subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. (a) B The Company has timely filed or furnished all forms, reports and other documents required to be filed or furnished by it with or the SEC since January 22, 2008 (such documents filed since January 22, 2008, and those filed by the Company with the SEC subsequent to the Securities and Exchange Commission (the "SEC") since December 31date of this Agreement, 2000 (collectivelyif any, including any amendments thereof, the "B “SEC REPORTS"Reports”). The B Each SEC ReportsReport (x) complied, or if filed subsequent to the date of the Agreement will comply, as of their respective dates, (i) complied to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (ii“SOX”) and the applicable rules and regulations promulgated thereunder, and (y) did not not, at the time they were it was filed contain (or, if amended prior to the date hereof, as of the date of such amendment), contain, or if filed after the date hereof at the time of the filing will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary has been or is required to file any form, report or other document with the SEC. (b) (i) Each of the audited consolidated financial statements of B (including, in each case, any notes thereto) contained in the B SEC Reports complies (collectively, the “Audited Company Financial Statements”) (A) has been, or will be, as the case may be, prepared from and in accordance with and accurately reflect the books and records of the Company and its consolidated Company Subsidiaries in all material respects, (B) complied, or will comply, as the case may be, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and published rules and regulations of the SEC and was with respect thereto, (C) was, or will be, as the case may be, prepared in accordance with U.S. generally accepted accounting principles ("U.S. “GAAP"”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and (D) and each presented fairlyfairly presents, or will fairly present, as the case may be, in all material respectsrespects the consolidated financial position, the financial position and results of operations and cash flows of B the Company and its consolidated Company Subsidiaries as at of the respective dates thereof and for the respective periods indicated therein. (ii) The unaudited consolidated financial statements contained in the SEC Reports (such unaudited consolidated financial statements together with the Audited Company Financial Statements, the “Company Financial Reports”) (A) has been, or will be, as the case may be, prepared from and in accordance with and accurately reflect the books and records of the Company and its consolidated Company Subsidiaries in all material respects, (B) was, or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as otherwise noted therein (subjectand, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (C) fairly presents, or will fairly present, as the case may be, in all material respects the consolidated financial position and results of operations of the Company and its consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject to normal and recurring audit adjustments which were year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Company Subsidiaries as of July 4, 2010, including the notes thereto (the “July 2010 Balance Sheet”), neither the Company nor any Company Subsidiary has any liability, commitment, contingency or obligation of a nature required by GAAP to be disclosed on a consolidated balance sheet of the Company, except for (i) liabilities, commitments, contingencies and obligations incurred in the ordinary course of business consistent with past practice since the date of the July 2010 Balance Sheet, (ii) liabilities, commitments, contingencies and obligations that have not had, and are would not expectedreasonably be expected to have, individually or in the aggregate, to have a B Material Adverse Effect). 20 , and (ciii) B has no known liability liabilities, commitments, contingencies and obligations incurred in connection with the transactions contemplated hereby or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effectas required by this Agreement. (d) B Each of the principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the SEC Reports, and the statements contained in such certifications are true and correct. For purposes of this Section 4.7(d), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. The Company is not indebted in compliance in all material respects with SOX. (e) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any directortransaction or relationship between or among the Company and any of the Company Subsidiaries, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to Bon the one hand, and there have been no any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other transactions of the type required to be disclosed pursuant to Items 402 and 404 hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other of the SEC Reports. (f) The Company maintains a system of internal controls over financial reporting and accounting designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes, including to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets that could have a material effect on the Company’s financial statements 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. (g) The Company has in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that material information that is required to be disclosed by the Company in the reports that it files or submits under the Exchange Act since December 31is recorded, 2000processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. (eh) B The Company’s management has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of completed an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result assessment of the Mergerseffectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended January 3, 2010, and such assessment concluded that such controls were effective. The Company has disclosed to the Company’s outside auditors and the audit committee of the Company (and made copies of such disclosures available to Parent) (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, (B) any fraud, whether or not material, that involves management or other than employees who have a significant role in the Company’s internal controls over financial reporting, and (C) any written claim or allegation of any of the foregoing. The Company has not received from its independent auditors any oral or written notification of a (i) pursuant to B Material Contracts (as defined below), “reportable condition” or (ii) pursuant “material weakness” in the Company’s internal controls. For purposes of this Agreement, the terms “reportable condition” and “material weakness” shall have the meanings assigned to SECTION 9.05 them in the Statements of Auditing Standards 60, as in effect on the date hereof. (i) The Company has furnished Parent with copies of all comment letters received by the Company from the SEC since January 22, 2008, relating to the Company’s SEC Reports and all responses of the Company thereto. There are no outstanding unresolved issues with respect to the Company or the SEC Reports noted in comment letters or other correspondence received by the Company or its attorneys from the SEC, and there are no pending (i) formal or, to the knowledge of the Company, informal investigations of the Company by the SEC or (iiiii) inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. To the knowledge of the Company, there has been no material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. No current or former attorney representing the Company or any of the Company Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (j) To the knowledge of the Company, no employee of the Company or any of the Company Subsidiaries has provided or is providing information to any law enforcement agency regarding the possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of SOX. (k) The Company has heretofore furnished to Parent complete and correct copies of all material amendments and material modifications that have not been filed by the Company with the SEC to all Contracts, documents and other payments pursuant to this Agreement instruments that previously had been filed by the Company with the SEC and the ancillary agreementsare currently in effect.

SEC Filings; Financial Statements. (a) B The Company has timely filed or furnished all reports, schedules, forms, reports statements and other documents required to be filed or furnished by it with or to the Securities SEC since January 1, 2007 (together with all exhibits, financial statements and Exchange Commission (schedules thereto, all information incorporated by reference and any documents filed with or furnished to the "SEC") since December 31, 2000 (collectivelySEC on a voluntary basis, the "B “Company SEC REPORTS"Reports”). The B SEC ReportsAs of its respective date, or, if amended, as of their respective datesthe date of the last such amendment, each of the Company SEC Reports complied when filed or furnished (ior, if applicable, when amended) complied in all material respects with applicable Law, including the requirements of the Securities Act or Act, the Exchange ActAct and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as the case may beamended, and the rules and regulations promulgated thereunder (iithe “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) did applicable to such Company SEC Report. None of the Company SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed or currently contains, and any Company SEC Reports filed with the SEC subsequent to the date hereof will not at the time they were filed contain contain, any untrue statement of a material fact or omit omission to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent updated, amended, restated or corrected by a subsequent Company SEC Report. (b) Each Except to the extent updated, amended, restated or corrected by a subsequent Company SEC Report, all of the financial statements of B (includingincluded in the Company SEC Reports, in each case, including any related notes thereto) contained , as filed with the SEC (those filed with the SEC are collectively referred to as the “Company Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the B SEC Reports complies with all applicable requirements published rules of the SEC with respect thereto and was have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. “GAAP"”) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as may be permitted by Form 10-Q of the SEC and subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments). The consolidated balance sheets (including the related notes) and each presented fairlyincluded in such Company Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Company SEC Report) fairly present, in all material respects, the consolidated financial position of the Company and results of operations of B as the Company Entities, at the respective dates thereof thereof, and the consolidated statements of operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Company Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Company SEC Report) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and cash flows of the Company and the Company Entities for the respective periods indicated thereinindicated, except as otherwise noted therein (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments. (c) Neither the Company nor any Company Entity has any Liability (as defined below) except for (i) Liabilities that are reflected, or for which reserves were established, on the audited consolidated balance sheet of the Company as of December 31, 2009 in the Company SEC Reports, (ii) Liabilities incurred in the ordinary course of business and recurring audit adjustments which were not consistent with past practice since December 31, 2009, (iii) Liabilities that are disclosed in the Company SEC Reports, (iv) Liabilities incurred in connection with this Agreement and the Transactions, and (v) Liabilities that are not expectednot, individually or in the aggregate, material to have the Company and the Company Entities, taken as a B Material Adverse Effect)whole. 20 (c) B has no known liability As used in this Agreement, the term “Liability” means any and all debts, liabilities and obligations, whether accrued or obligation of any nature (whether accruedfixed, absolute, absolute or contingent, known or otherwise) that wouldunknown or matured or unmatured, individually or in the aggregate, have a B Material Adverse Effectincluding those arising under any Law and those arising under any Contract. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B has timely filed or furnished all All reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it Company with or the SEC since May 16, 2023 and to the Securities Knowledge of the Company, between June 30, 2022 and Exchange Commission May 16, 2023, (the "SEC"“Company SEC Documents”) since December 31, 2000 have been filed or furnished with the SEC on a timely basis (collectively, the "B SEC REPORTS"subject to extensions pursuant to Exchange Act Rule 12b-25). The B SEC Reports, as As of their respective dates, or, if amended prior to the date of this Agreement, as of the date of (and giving effect to) the last such amendment: (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (ii) did not at no Company SEC Document contained when filed or furnished (and, in the time they were filed contain case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omit omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Company SEC Documents (collectively, the “Certifications”) were, as of their respective dates and in all material respects, accurate and complete and complied as to form and content with all applicable Laws. (b) Each of the The financial statements of B (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the B Company SEC Reports complies Documents (the “Company Financial Statements”): (i) complied as to form in all material respects with all applicable requirements the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the SEC and was applicable thereto as in effect at the time of such filing; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of Company and results its Subsidiaries as of operations of B as at the respective dates thereof and the consolidated results of operations and cash flows of Company and its Subsidiaries for the respective periods indicated therein, except as otherwise noted therein covered thereby (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal and recurring year-end audit adjustments which were not and that are not expected, individually or in the aggregate, to have a B Material Adverse Effectaggregate material). 20No financial statements of any Person other than Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of Company. (c) B Company’s auditor has no known liability or obligation at all times since the date of any nature enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (whether accruedi) a registered public accounting firm (as defined in Section 2(a)(12) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act), absolute, contingent, or otherwise(ii) that would, individually or “independent” with respect to Company within the meaning of Regulation S-X under the Exchange Act and (iii) in compliance with subsections (g) through (l) of Section 10A of the aggregate, have a B Material Adverse EffectExchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) B is The Company has not indebted received any comment letter from the SEC or the staff thereof or any correspondence from OTC or the staff thereof relating to the delisting or maintenance of listing of the Company Common Stock on OTC. The Company has not disclosed any director, officer, employee or agent of B unresolved comments in the Company SEC Documents. (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expensese) and no such person is indebted to B, and there There have been no other transactions formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the type chief executive officer, chief financial officer or general counsel of Company, the Company Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Company is in compliance in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and the applicable listing and governance rules and regulations of OTC. (g) Company maintains, and has maintained, a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Company and its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Company Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and its Subsidiaries that could have a material effect on Company’s financial statements. Neither Company nor Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by Company, which is reasonably likely to adversely affect Company’s ability to record, process, summarize and report financial information; or (B) any fraud, whether or not material, that involves the management or other employees of Company who have a significant role in Company’s internal control over financial reporting. Company maintains disclosure controls and procedures (as defined by Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are reasonably designed to ensure that all information required to be disclosed pursuant in Company’s 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 Items 402 Company’s management as appropriate to allow timely decisions regarding required disclosure. The principal executive officer and 404 the principal financial officer of Regulation Company have made all certifications required by the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Company is in compliance in all material respects with all current listing and corporate governance requirements of OTC. (h) None of Company or any of its Subsidiaries has effected, entered into or created, or has any commitment to effect, enter into or create, any securitization transaction or “off-balance sheet arrangement” (as defined in Section 2.03 of Form 8-K under the Exchange Act since December 31, 2000Act). (ei) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to B Material Contracts the Company SEC Documents. (i) None of the Company SEC Documents is the subject of ongoing SEC review and (ii) there are no material inquiries or investigations by the SEC or any internal investigations pending or threatened in writing regarding any accounting practices of Company. (j) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), none of Company or any of its Subsidiaries has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer (as defined below), (iiin Rule 3b-7 under the Exchange Act) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreementsdirector of Company.

SEC Filings; Financial Statements. (a) B The Company has timely filed or furnished all forms, reports and documents (including all exhibits) required to be filed or furnished by it with or to the Securities and Exchange Commission SEC since July 10, 2006 (the "SEC") since December 31, 2000 (collectively, the "B “SEC REPORTS"Reports”). The B SEC Reports, as of their respective dates, Reports (i) complied were prepared in all material respects accordance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act, as the case may be, be and (ii) did not at the time they were 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. As of the date hereof, the Company is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the financial statements of B (including, in each case, any notes thereto) contained in the B SEC Reports complies with all applicable requirements of the SEC and was prepared in accordance with U.S. United States generally accepted accounting principles ("U.S. “GAAP"”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and the Company’s books and records, and each fairly presented fairly, in all material respects, the financial position and position, results of operations and cash flows of B the Company as at the respective dates thereof and for the respective periods indicated therein, therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring audit year-end adjustments which were not and are not expected, individually or in the aggregateaggregate did not have, and would not reasonably be expected to have have, a B Material Adverse Effect). 20The books and records of the Company have been, and are being, maintained in accordance with applicable legal and accounting requirements in all material respects. (c) B Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2009 included in the Company Form 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, the Company has no known liability liabilities or obligation obligations of any nature (whether accrued, absolute, contingent, contingent or otherwise) ), except for liabilities or obligations incurred since June 30, 2009 that wouldwould not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or the Registration Rights Agreement or (C) have a B Material Adverse Effect. (d) B is The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not indebted yet been filed with the SEC to any directoragreement, officer, employee document or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have other instrument which previously had been no other transactions of filed by the type required to be disclosed Company with the SEC pursuant to Items 402 and 404 of Regulation S-K under the Securities Act or the Exchange Act since December 31, 2000Act. (e) B As of the date hereof, neither the Company nor, to the knowledge of the Company, any of the Company’s employees, is the subject of any formal or informal investigation by the SEC, and, to the knowledge of the Company, no such investigation has no commitments, obligations been threatened or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 fact exists which would reasonably be expected to be paid result in the institution of any such investigation. Written correspondence (other than any transmittal letter or become payable either within 12 months from other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since July 10, 2006 until the date hereof or as a result has been made available to the Investor. The audit committee of the MergersBoard has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, other than and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (iwithin the meaning of Exchange Act Rule 10A-3) pursuant in respect of any accounting, internal accounting controls or auditing matters. To the knowledge of the Company, no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and no employee has threatened to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreementsfile any such complaint.

SEC Filings; Financial Statements. (a) B Since January 1, 2019, the Company has timely 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 it the Company with or to the Securities and Exchange Commission SEC (the "SEC") since December 31, 2000 (collectively, the "B “Company SEC REPORTS"Documents”). The B SEC Reports, as As of their respective dates, (i) 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 thereunder applicable to such Company SEC Documents and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC. (b) The consolidated financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) did were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or as permitted by Regulation S-X, or, in the case of unaudited financial statements, as permitted by Form 10‑Q, Form 8‑K or any successor form under the Exchange Act); and (iii) fairly present, in all material respects, the financial position of the Company and as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). No financial statements of any Person are required by GAAP to be included in the consolidated financial statements of the Company. (c) The Company maintains, and at all times since January 1, 2020, has maintained, a system of internal controls over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company that could have a material effect on the financial statements. To the knowledge of the Company, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, since January 1, 2020, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (B) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s internal control over financial reporting; or (C) any claim or allegation regarding any of the foregoing. (d) The Company maintains disclosure controls and procedures required by Rule 13a‑15 or 15d-15 under the Exchange Act that are designed to ensure that all information required to be disclosed in the Company’s 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 the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Neither the Company nor any of its Subsidiaries is a party to or has any obligation or other commitment to become a party to any securitization transaction, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Entity, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company’s Subsidiaries in the Company’s published financial statements or other Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (g) Each document required to be filed by the Company with the SEC in connection with the Offer (the “Company Disclosure Documents”) (including the Schedule 14D‑9), and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time they were filed of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (bh) Each The information with respect to the Company that the Company furnishes to Parent or Purchaser in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the financial filing of the Schedule TO and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements of B (includingmade therein, in each case, any notes thereto) contained in the B SEC Reports complies with all applicable requirements light of the SEC and was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlycircumstances under which they were made, in all material respects, the financial position and results of operations of B 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 audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effectmisleading. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant Notwithstanding anything else to B Material Contracts (as defined below)the contrary set forth in this Agreement, (ii) pursuant the Company makes no representation with respect to SECTION 9.05 statements made or (iii) other payments pursuant to this Agreement and incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the ancillary agreementsCompany Disclosure Documents.

SEC Filings; Financial Statements. (a) B The Company has timely made available to Parent a correct and complete copy of each report, schedule, registration statement (but only such registration statements that have become effective prior to the date hereof) and definitive proxy statement filed by the Company with the SEC on or furnished since January 1, 2002 and prior to the date of this Agreement (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed or furnished by it the Company with or to the Securities and Exchange Commission (SEC since such date; PROVIDED that, if the "SEC") since December 31, 2000 (collectively, Company amends any of the "B SEC REPORTS"). The B Company SEC Reports, as such amendment shall not mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. As of their respective dates, the Company SEC Reports and any forms, reports and other documents filed by the Company with the SEC after the date of this Agreement (i) complied or will comply in 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 of the SEC thereunder applicable thereto, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) or will not at the time they are 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 thereinmade, in light of the circumstances under which they were made, not misleading, PROVIDED, HOWEVER, that no representation is made with respect to information included in the Company SEC Reports that was provided in writing by Parent or Sub. None of the Company's subsidiaries is required to file any reports or other documents with the SEC. (b) Each of the consolidated financial statements of B (including, in each case, any related notes thereto) contained in the B Company SEC Reports complies complied as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC and was with respect thereto, had been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC), and each fairly presented fairly, the consolidated financial position of the Company and its consolidated subsidiaries in all material respects, the financial position and results of operations of B respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of the unaudited interim financial statements, to normal and recurring audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effectbe material in amount). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B The Company has timely delivered or made available to Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed or furnished by the Company with the SEC since July 14, 1999, and all formsamendments thereto (the "Company SEC Documents"), reports as well as the Unaudited Interim Financial Statements. All statements, reports, schedules, forms and other documents required to be have been filed by the Company with the SEC since such date have been so filed on a timely basis. None of the Company's Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or furnished superseded by it with or a filing prior to the Securities and Exchange Commission (date of this Agreement, then on the "SEC") since December 31, 2000 (collectively, the "B SEC REPORTS"). The B SEC Reports, as date of their respective dates, such filing): (i) each of the Company 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 (ii) did not at none of the time they were filed contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the The financial statements of B (including, in each case, including any notes theretorelated notes) contained in the B Company SEC Reports complies Documents (at the time filed with the SEC or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) and the Unaudited Interim Financial Statements: (i) complied as to form in all applicable requirements material respects with the published rules and regulations of the SEC and was applicable thereto (other than the Unaudited Interim Financial Statements); (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the to such financial position and results of operations of B as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements or, in the case of unaudited financial 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 audit year-end adjustments which were not and are not expectedthat will not, individually or in the aggregate, to have a B Material Adverse Effectbe material in amount under GAAP). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the ancillary agreementsconsolidated results of operations and cash flows of the Company and its consolidated subsidiaries for the periods covered thereby.

SEC Filings; Financial Statements. (a) B Buyer has timely filed or furnished all formsregistration statements, reports reports, schedules and other documents required to be filed or furnished by it or any of its Subsidiaries with or to the Securities and Exchange Commission (the "SEC") SEC since December 31, 2000 2003 (collectively, including any amendments thereto, the "B “Buyer SEC REPORTS"Reports”). The B SEC ReportsAs of their respective filing dates (or, if amended, as of their respective datesthe date of such amendment), (i) Buyer SEC Reports were prepared in accordance with, and complied in all material respects with with, the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed contain rules and regulations of the SEC promulgated thereunder, and none of Buyer 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 light of the circumstances under which they were made, not misleading. , except to the extent corrected by a Buyer SEC Report filed subsequently (b) but prior to the date hereof). Buyer has made available to the Company complete and correct copies of all amendments and modifications effected prior to the date of this Agreement that have not yet been filed by Buyer with the SEC but which are required to be filed. Buyer has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and Buyer and any of its Subsidiaries, on the other, since December 31, 2003, including all SEC comment letters and responses to such comment letters by or on behalf of Buyer. To the knowledge of Buyer, as of the date hereof, none of Buyer SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the financial statements (including the related notes and schedules) of B (includingBuyer included in, in each caseor incorporated by reference into, any notes thereto) contained in the B Buyer SEC Reports (the “Buyer Financials”) complies in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC and was with respect thereto, were prepared in accordance with U.S. generally accepted accounting principles GAAP ("U.S. GAAP"except, in the case of unaudited financial statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto) and each presented fairly, fairly present in all material respects, respects the consolidated financial position of Buyer and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations of B as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein then ended (subject, in the case of unaudited financial statements, to normal and recurring year-end audit adjustments which were and the absence of footnotes). Buyer has no current intention to correct or restate, and to the knowledge of Buyer, there is not any basis to correct or restate any of Buyer Financials. Buyer has not had any disagreements with any of its auditors regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. (b) None of the information supplied or to be supplied by or on behalf of Buyer and are not expected, individually Merger Sub for inclusion or incorporation by reference in the aggregateRegistration Statement will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to have state 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 are made, not misleading. None of the information supplied or to be supplied by or on behalf of Buyer and Merger Sub for inclusion or incorporation by reference in the Prospectus/Proxy Statement, will, at the time the Prospectus/Proxy Statement is first mailed to the stockholders of the Company or at the time of the Company Stockholders Meeting or as of the Effective Time, contain any untrue statement of a B Material Adverse Effect)material fact or omit to state 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 are made, not misleading. 20If at any time prior to the Company Stockholders Meeting any fact or event relating to Buyer or Merger Sub or any of their Affiliates which should be set forth in an amendment or supplement to the Prospectus/Proxy Statement should be discovered by Buyer or should occur, Buyer shall, promptly after becoming aware thereof, inform the Company of such fact or event. Notwithstanding the foregoing, no representation or warranty is made by Buyer or Merger Sub with respect to statements made or incorporated by reference therein about the Company and its Subsidiaries and Affiliates supplied by the Company for inclusion or incorporation by reference in the Registration Statement or the Prospectus/Proxy Statement. (c) B has no Buyer maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act to ensure that all material information concerning Buyer and its Subsidiaries is made known liability or obligation on a timely basis to the individuals responsible for the preparation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in Buyer’s filings with the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries SEC and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to Bother public disclosure documents, and there have been no other transactions of the type all such material information that is required to be disclosed pursuant to Items 402 and 404 of Regulation S-K by Buyer in the reports that it files or submits under the Exchange Act since December 31is recorded, 2000. (eprocessed, summarized and reported within the time periods specified in the SEC’s rules and forms. Buyer has established and maintains a system of internal controls over financial reporting required by Rules 13a-15(f) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result 15d-15(f) of the Mergers, other than Exchange Act sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its consolidated financial statements in accordance with GAAP including policies and procedures that (i) pursuant to B Material Contracts (as defined below)require the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Buyer and its Subsidiaries, (ii) pursuant provide reasonable assurance that material information relating to SECTION 9.05 or Buyer and its Subsidiaries is promptly made known to the officers responsible for establishing and maintaining the system of internal controls, (iii) other payments pursuant provide assurance that transactions are recorded as necessary to this Agreement permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Buyer and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the ancillary agreementsBoard of Directors of Buyer, (iv) provide reasonable assurance that access to assets is permitted only in accordance with management’s general or specific authorization, (v) provide reasonable assurance that the reporting of assets is compared with existing assets at regular intervals and appropriate action is taken with respect to any differences, (vi) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Buyer and its Subsidiaries and (vii) provide assurance that any significant deficiencies or material weaknesses in the design or operation of internal controls which are reasonably likely to materially and adversely affect the ability to record, process, summarize and report financial information, and any fraud, whether or not material, that involves Buyer’s management or other employees who have a role in the preparation of financial statements or the internal controls utilized by Buyer and its Subsidiaries, are adequately and promptly disclosed to Buyer’s independent auditors and the audit committee of Buyer’s Board of Directors. Buyer has disclosed, based on its most recent evaluations, to Buyer’s outside auditors and the audit committee of Buyer’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) which are known to Buyer and (B) any fraud, whether or not material, known to Buyer that involves management or other employees who have a role in the preparation of financial statements or Buyer’s internal control over financial reporting. The principal executive officer and principal financial officer of Buyer have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Filings; Financial Statements. (a) B Since January 1, 2021, the Company has timely 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 it the Company with the SEC (as supplemented, modified or to amended since the Securities and Exchange Commission (the "SEC") since December 31, 2000 (collectivelytime of filing, the "B “Company SEC REPORTS"Documents”). The B SEC Reports, as As of their respective dates, or, if amended prior to the date of this Agreement, as of the date of (iand giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements (including any related notes and schedules) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) did were prepared in accordance with United States generally accepted accounting principles (“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 interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act); and (iii) fairly presented, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (subject, in the case of the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments). (c) The Company has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company Entities; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company Entities that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended December 31, 2022, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective. Since December 31, 2022, the principal executive officer and principal financial officer of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor its principal executive officer or principal financial officer has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since January 1, 2023, neither the Company nor the Company’s independent registered accountant has identified or been made aware of: (1) any significant deficiency or material weakness in the design or operation of the internal control over financial reporting utilized by the Company; (2) any illegal act or fraud, whether or not material, that involves the management or other employees of the Company Entities who have a significant role in the Company Entities’ internal control over financial reporting; or (3) any claim or allegation regarding any of the foregoing. (d) The Company has established and maintains disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are designed to ensure that all information required to be disclosed in the Company’s 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 the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq. (e) The Company Entities are not a party to, nor do they have any obligation or other commitment to become a party to, “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Entities in the Company SEC Documents. (f) As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. None of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. (g) Each document required to be filed by the Company with the SEC in connection with the Offer, including the Schedule 14D-9 (the “Company Disclosure Documents”), and any amendments or supplements thereto, when filed, distributed or otherwise disseminated to the Company’s stockholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company Disclosure Documents, at the time they were filed of the filing of such Company Disclosure Documents or any supplement or amendment thereto with the SEC and at the time such Company Disclosure Documents or any supplements or amendments thereto are first distributed or otherwise disseminated to the Company’s stockholders, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (bi) Each The information with respect to the Company Entities that the Company furnishes to Parent or Purchaser specifically for use in the Offer Documents, at the time of the financial filing of and at the time of any distribution or dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements of B (includingmade therein, in each case, any notes thereto) contained in the B SEC Reports complies with all applicable requirements light of the SEC and was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlycircumstances under which they were made, in all material respects, the financial position and results of operations of B 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 audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effectmisleading. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant Notwithstanding the foregoing, the Company makes no representation with respect to SECTION 9.05 statements made or (iii) other payments pursuant to this Agreement and incorporated by reference therein based on information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the ancillary agreementsCompany Disclosure Documents.

SEC Filings; Financial Statements. (a) B The Company has timely filed or furnished all forms, reports and other documents required to be filed or furnished by it with or the SEC since January 1, 2011 (such documents filed since January 1, 2011, and those filed by the Company with the SEC subsequent to the Securities and Exchange Commission (the "SEC") since December 31date of this Agreement, 2000 (collectivelyif any, including any amendments thereof, the "B “SEC REPORTS"Reports”). The B Each SEC ReportsReport (x) complied, or if filed subsequent to the date of the Agreement will comply, as of their respective dates, (i) complied to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, or the Exchange Act, as the case may be, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (ii“SOX”) and the applicable rules and regulations promulgated thereunder, and (y) did not not, at the time they were it was filed contain (or, if amended prior to the date hereof, as of the date of such amendment), contain, or if filed after the date hereof at the time of the filing will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary has been or is required to file any form, report or other document with the SEC. (b) Each of the audited consolidated financial statements of B (including, in each case, any notes thereto) contained in the B SEC Reports complies (collectively, the “Audited Company Financial Statements”) (A) have been, or will be, as the case may be, prepared from and in accordance with and accurately reflect the books and records of the Company and its consolidated Company Subsidiaries in all material respects, (B) complied, or will comply, as the case may be, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and published rules and regulations of the SEC and was with respect thereto, (C) was, or will be, as the case may be, prepared in accordance with U.S. generally accepted accounting principles ("U.S. “GAAP"”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and (D) and each presented fairlyfairly presents, or will fairly present, as the case may be, in all material respectsrespects the consolidated financial position, the financial position and results of operations and cash flows of B the Company and its 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 interim statements, to normal and recurring audit adjustments which were year-end adjustments). The unaudited financial information contained in the SEC Reports (such unaudited financial information together with the Audited Company Financial Statements, the “Company Financial Reports”) (A) has been prepared from and in accordance with and accurately reflect the books and records of the Company and its consolidated Company Subsidiaries in all material respects, (B) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as noted therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (C) fairly presents, in all material respects the consolidated financial position and results of operations of the Company and its consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject to normal and recurring year-end adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Company Subsidiaries as at December 31, 2014, including the notes thereto (the “2014 Balance Sheet”), neither the Company nor any Company Subsidiary has any liability or obligation of a nature required by GAAP to be disclosed on a consolidated balance sheet of the Company, except for (x) liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the 2014 Balance Sheet that have not had, and are would not expectedreasonably be expected to have, individually or in the aggregate, to have a B Material Adverse Effect). 20 , and (cy) B has no known liability liabilities and obligations incurred in connection with the transactions contemplated hereby or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effectas required by this Agreement. (d) B Each of the principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the SEC Reports, and the statements contained in such certifications are true and correct. For purposes of this Section 4.7(d) “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. The Company is not indebted in compliance in all material respects with SOX. (e) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any directortransaction or relationship between or among the Company and any of the Company Subsidiaries, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to Bon the one hand, and there have been no any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other transactions of the type required to be disclosed pursuant to Items 402 and 404 hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other of the SEC Reports. (f) The Company maintains a system of internal controls over financial reporting and accounting designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes, including to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets that could have a material effect on the Company’s financial statements 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. (g) The Company has in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that material information that is required to be disclosed by the Company in the reports that it files or submits under the Exchange Act since December 31is recorded, 2000processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. (eh) B The Company’s management has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of completed an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result assessment of the Mergerseffectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended September 30, 2014, and such assessment concluded that such controls were effective. The Company has disclosed to the Company’s outside auditors and the audit committee of the Company (and made copies of such disclosures available to Parent) (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, (B) any fraud, whether or not material, that involves management or other than employees who have a significant role in the Company’s internal controls over financial reporting, and (C) any written claim or allegation of any of the foregoing. The Company has not received from its independent auditors any oral or written notification of a (i) pursuant to B Material Contracts (as defined below), “reportable condition” or (ii) pursuant “material weakness” in the Company’s internal controls. For purposes of this Agreement, the terms “reportable condition” and “material weakness” shall have the meanings assigned to SECTION 9.05 them in the Statements of Auditing Standards 60, as in effect on the date hereof. (i) The Company has furnished or made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2011, relating to the Company’s SEC Reports and all responses of the Company thereto. There are no outstanding unresolved issues with respect to the Company or the SEC Reports noted in comment letters or other correspondence received by the Company or its attorneys from the SEC, and there are no pending (i) formal or, to the knowledge of the Company, informal investigations of the Company by the SEC or (iiiii) inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. To the knowledge of the Company, since January 1, 2011, there has been no material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. To the knowledge of the Company, since January 1, 2011, no current or former attorney representing the Company or any of the Company Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (j) To the knowledge of the Company, no employee of the Company or any of the Company Subsidiaries has provided or is providing information to any law enforcement agency regarding the possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of SOX. (k) The Company has heretofore furnished or made available to Parent complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all Contracts, documents and other payments pursuant to this Agreement instruments that previously had been filed by the Company with the SEC and the ancillary agreementsare currently in effect.

SEC Filings; Financial Statements. (a) B has timely filed or furnished all All reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since January 1, 2019 (the “Company SEC Documents”) have been filed with the SEC on a timely basis. As of the time it was filed with the SEC (or, if amended or furnished superseded by it with or a filing prior to the Securities and Exchange Commission (date hereof, then on the "SEC") since December 31, 2000 (collectively, the "B SEC REPORTS"). The B SEC Reports, as date of their respective dates, such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (ii) did not at none of the time they were Company SEC Documents contained when filed contain (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omit omitted, as the case may be, to state a material fact required to be stated or incorporated by reference 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) Each of the The financial statements of B (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the B Company SEC Reports complies Documents: (i) complied as to form in all material respects with all applicable requirements the published rules and regulations of the SEC and was applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) and each presented fairlyfairly present, in all material respects, the financial position and results of operations the Company as of B as at the respective dates thereof and the results of operations of the Company for the respective periods indicated therein, except as otherwise noted therein (subject, covered thereby. No financial statements of any Person other than the Company Subsidiaries are required by GAAP to be included in the case consolidated financial statements of unaudited statements, to normal and recurring audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20Company. (c) B has no known liability The Company maintains effective disclosure controls (as defined by Rule 13a-15 or obligation 15d-15 under the Exchange Act). The Company is in compliance in all material respects with all current listing requirements of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse EffectNYSE. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions None of the type required to be disclosed pursuant to Items 402 and 404 Company or any of the Acquired Companies has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as described in Item 303(b) of Regulation S-K under the Exchange Act since December 31Act) where the result, 2000purpose or intended effect of such transaction or arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company or the Acquired Companies in its published financial statements or other Company SEC Documents. (e) B As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. (f) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, none of the Company or the Acquired Companies has no commitments, obligations made or plans for capital expenditures permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or otherwise involving cash payments prohibited loans to any executive officer (as defined in excess Rule 3b-7 under the Exchange Act) or director of an aggregate the Company. (g) None of $2,000,000 expected the Company or the Acquired Companies has any Liabilities of the type required to be paid or become payable either within 12 months from disclosed in the date hereof or as liabilities column of a result of the Mergersbalance sheet prepared in accordance with GAAP, other than except for: (i) pursuant to B Material Contracts Liabilities disclosed in the financial statements (as defined below), including any related notes) contained in the Company SEC Documents; (ii) pursuant to SECTION 9.05 or Liabilities incurred in the ordinary course of business; (iii) other payments pursuant Liabilities to this Agreement perform under contracts entered into by the Acquired Companies, except Liabilities arising out of a breach of any Acquired Company; (iv) Liabilities that have not had a Company Material Adverse Effect; and (v) Liabilities incurred in connection with the ancillary agreementsTransactions.

SEC Filings; Financial Statements. (a) B The Company has timely filed or furnished furnished, as applicable, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement. As of the time it was filed or furnished with the SEC (or, if amended or superseded by a filing prior to the Securities and Exchange Commission (date of this Agreement, then on the "SEC") since December 31date of such filing), 2000 (collectively, each of the "B filed or furnished SEC REPORTS"). The B SEC Reports, as of their respective dates, (i) Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, and, as the case may be, and (ii) did not at of the time they were filed or furnished, none of the filed or furnished SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. At the time it was provided to the Investors, the Company Presentation, as supplemented by and taken together with the SEC Reports, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) Each of the The financial statements of B (including, in each case, any notes thereto) contained the Company included in the B SEC Reports complies (collectively, the “Financial Statements”) comply in all material respects with all applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and was prepared fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with U.S. United States generally accepted accounting principles ("U.S. “GAAP"”) (except as otherwise noted therein, and in the case of unaudited financial 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) applied on a consistent basis unless otherwise noted therein throughout the periods indicated (except therein specified. Except as may be indicated set forth in the notes theretoFinancial Statements filed prior to the date hereof, the Company has not incurred any liabilities, contingent or otherwise, except (i) and each presented fairlythose incurred in the ordinary course of business, consistent with past practices since the date of such Financial Statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in all material respectseither case, the financial position and results none of operations of B 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 audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that wouldwhich, individually or in the aggregate, have had or would reasonably be expected to have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B BEA has timely delivered to Seller accurate and complete copies of any report, registration statement and definitive proxy statement filed or furnished all forms, reports and documents required to be filed or furnished by it BEA with or to the Securities and Exchange Commission (the "SEC") since December 31January 1, 2000 1998 and will make available to Seller accurate and complete copies of all such registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed after the date of this Agreement and prior to the Effective Time (collectively, the "B BEA SEC REPORTSDocuments"). The B All statements, reports, schedules, forms and other documents required to have been filed with the SEC Reportshave been so filed. As of the time it was filed with the SEC (or, as if amended or superseded by a filing prior to the date of their respective datesthis Agreement, then on the date of such filing): (ix) each of the BEA 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, ") (as the case may be, ); and (iiy) did not at none of the time they were filed contain BEA SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the . The consolidated financial statements of B (including, in each case, any notes thereto) contained in the B BEA SEC Reports complies Documents: (x) complied as to form in all material respects with all applicable requirements the published rules and regulations of the SEC and was applicable thereto; (y) were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") GAAP applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the to such financial position and results of operations of B as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectstatements 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 were not and are not expectedwill not, individually or in the aggregate, to be material in amount); and (z) fairly present, in all material respects, the consolidated financial position of BEA and its subsidiaries as of the respective dates thereof and the consolidated results of operations of BEA and its subsidiaries for the periods covered thereby. BEA has recognized revenues in accordance with GAAP and Statement of Position 91-1 entitled "Software Revenue Recognition," dated December 12, 1991, issued by the American Institute of Certified Public Accountants. For fiscal 1999, BEA has recognized revenue in accordance with GAAP and Statement of Position 97-2, as amended, ("SOP 97-2") and the adoption of SOP 97-2 will not have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effectmaterial adverse impact on BEA's financial condition. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B The Company has timely filed or furnished furnished, as the case may be, all forms, reports and documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the "“SEC"”) since December 31, 2000 2001 (such forms, reports and other documents, collectively, the "B “Company SEC REPORTS"Reports”). The B Company SEC Reports, as of their respective dates, Reports (i) complied as to form and were prepared in accordance in all material respects with either 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 thereunder as in effect on the date so filed, amended or supplemented and (ii) did not not, at the time they were filed filed, or, if amended or supplemented, as of the date of such amendment or supplement, 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 is required to file any form, report or other document with the SEC. (b) Each of the audited and unaudited consolidated financial statements of B (including, in each case, any notes thereto) contained in the B Company SEC Reports complies with all applicable requirements of the SEC and was prepared in accordance with U.S. United States generally accepted accounting principles ("U.S. “GAAP"”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited interim statements, the omission of footnotes and otherwise as permitted by Form 10-Q of the SEC) and each presented fairlyfairly presents, in all material respects, the consolidated financial position and position, results of operations and cash flows of B the Company 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 audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20therein. (c) B Neither the Company nor any Subsidiary has no known any liability or obligation of any nature (whether accrued, absolute, contingent, contingent or otherwise) that wouldwould be required to be reflected, individually reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared as of the date of this Agreement in accordance with GAAP and consistent with the consolidated balance sheet of the Company and the consolidated Subsidiaries as at December 31, 2004, including the notes thereto (the “Latest Balance Sheet”), except for (i) liabilities and obligations that are reflected, reserved for or disclosed in the Latest Balance Sheet or in the aggregateconsolidated balance sheet of the Company and the consolidated Subsidiaries as at June 30, have a B Material Adverse Effect2005, including the notes thereto, included in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, (ii) liabilities and obligations that were incurred in the ordinary course of business consistent with past practice since June 30, 2005 or (iii) as set forth in Section 3.7(c) of the Company Disclosure Schedule. (d) B is not indebted to any director, officer, employee The Company has timely filed all certifications and statements required by (x) Rule 13a-14 or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K Rule 15d-14 under the Exchange Act since December 31, 2000. or (ey) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result 18 U.S.C. Section 1350 (Section 906 of the MergersS▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to any Company SEC Report. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to provide reasonable assurance that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. The Company has disclosed, other than based on its most recent evaluations, to the Company’s outside auditors and the audit committee of the Company Board (iA) pursuant to B Material Contracts all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined below)in Rule 13a-15(f) of the Exchange Act) which are known to the Company and reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (iiB) pursuant any fraud, whether or not material, known to SECTION 9.05 the Company that involves management or (iii) other payments pursuant employees who have a significant role in the Company’s internal control over financial reporting. The Company is in compliance with the applicable listing and other rules and regulations of The NASDAQ National Market. As used in this Section 3.7, the term “file” shall be broadly construed to this Agreement and include any manner in which a document or information is furnished, supplied or otherwise made available to the ancillary agreementsSEC.

SEC Filings; Financial Statements. (a) B The Company and each Subsidiary, as necessary, has timely filed or furnished all forms, reports reports, statements and documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the "SEC") since December March 31, 2000 1999 (collectively, including all exhibit thereto, the "B SEC REPORTS"). The B SEC Reports, as each of their respective dates, (i) which has complied in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the "SECURITIES ACT"), and the rules and regulations promulgated thereunder, and the Exchange Act, and the rules and regulations promulgated thereunder, each as in effect on the case may bedate so filed. None of the SEC Reports as of their filing dates or, and (ii) did not at if amended, as of the time they were date of the last such amendment filed contain prior to the date hereof, contained 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 made therein, in the light of the circumstances under which they were made, not misleading. (b) Each All of the financial statements of B (includingincluded in the SEC Reports, in each case, including any related notes thereto) contained in the B SEC Reports complies , as filed with all applicable requirements of the SEC and was (collectively referred to as the "COMPANY FINANCIAL STATEMENTS") have been prepared in accordance with U.S. United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated involved (except as noted therein and, in the case of the unaudited statements, as may be indicated in permitted by the notes thereto) applicable rules and each presented fairly, in all material respects, regulations promulgated under the financial position Exchange Act and results of operations of B as at the respective dates thereof Securities Act and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal year end adjustments) and recurring audit adjustments which were fairly present the consolidated financial position of the Company and its Subsidiaries at the respective dates thereof and the consolidated results of its operations and changes in cash flows for the periods indicated. (c) There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that would be required to be reflected on, or reserved against in, a consolidated balance sheet of the Company prepared in accordance with GAAP, and that are not expectedmaterial to the Company and its Subsidiaries, taken as a whole, other than (i) liabilities disclosed or provided for in the consolidated balance sheet of the Company and its Subsidiaries at September 30, 2002, including the notes thereto, (ii) liabilities disclosed in the SEC Reports and (iii) liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2002 which, individually or in the aggregate, to will not have a B Company Material Adverse EffectEffect (as defined in SECTION 9.11). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (d) B is The Company has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications which have not indebted yet been filed with the SEC to any directoragreements, officer, employee documents or agent of B (except for amounts due other instruments which previously had been filed by the Company with the SEC as normal salaries and bonuses and payments due exhibits to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed SEC Reports pursuant to Items 402 the Securities Act and 404 of Regulation S-K under the rules and regulations promulgated thereunder or the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreementsrules and regulations promulgated thereunder.

SEC Filings; Financial Statements. (a) B The Company has timely filed filed, furnished or furnished otherwise transmitted all forms, reports reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished by it with or to the Securities and Exchange Commission (the "“SEC"”) since December 31January 1, 2000 2007 (all such forms, reports, statements, certificates and other documents filed or furnished since January 1, 2007, collectively, the "B “SEC REPORTS"Reports”). The B Each of the SEC Reports, as amended prior to the date of their respective datesthis Agreement, (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date filed with the SEC or the Exchange Actdate of the latest amendment thereto filed with or furnished to the SEC, as the case may be. None of the SEC Reports contained, and (ii) did not at when filed or furnished or, if amended prior to the time they were filed contain date of this Agreement, as of the date of such amendment, 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 made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) Each of the The audited consolidated financial statements of B the Company (including, in each case, including any related notes thereto) contained included in the B Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2008 furnished to the SEC Reports complies complied as to form in all material respects with all the applicable accounting requirements and the published rules and regulations of the SEC and was with respect thereto in effect at the time of filing or, if amended prior to the date of this Agreement, as of the date of such amendment; have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) ); and each presented fairly, fairly present in all material respects, respects the consolidated financial position of the Company and results of operations of B as its subsidiaries at the respective dates thereof and the consolidated statements of operations and comprehensive income, cash flows and changes in shareholders’ equity for the periods indicated. The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the Company’s Reports on Form 6-K furnished to the SEC since December 31, 2008 complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of furnishing or, if amended prior to the date of this Agreement, as of the date of such amendment; have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated statements of operations and comprehensive income and cash flows for the periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, subject to normal and recurring audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effectperiod-end adjustments). 20. (c) B Since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), the Company has no been and is in compliance in all material respects with (A) the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations of the NYSE AMEX Equities Exchange (formerly the American Stock Exchange). To the knowledge of the Company, as of the date of this Agreement, none of the SEC Reports is the subject of ongoing SEC review, outstanding SEC investigation or outstanding SEC comment. The Dataroom contains correct and complete copies of all material correspondence between the SEC and the Company. (d) Except as would not have a Material Adverse Effect, the Company has (x) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its subsidiaries, is made known liability to the chief executive officer and the chief financial officer of the Company by others within those entities, and (y) disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or obligation operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud or allegation of fraud within the knowledge of the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (e) Except (i) as reflected or reserved against in the Company’s consolidated balance sheet as of December 31, 2008 (or the notes thereto) included in the Company’s Annual Report on Form 20-F furnished to the SEC prior to the date of this Agreement for the fiscal year ended December 31, 2008 or in the Company’s Report on Form 6-K furnished to the SEC on August 6, 2009 for the quarter and six months ended June 30, 2009, (ii) for liabilities or obligations incurred or payable in connection with the transactions contemplated by this Agreement, (iii) for liabilities or obligations that have been discharged or paid in full prior to the date of this Agreement, and (iv) for liabilities and obligations incurred in the ordinary course of business since June 30, 2009, neither the Company nor any subsidiary of the Company has any liabilities or obligations of any nature (nature, whether or not accrued, absolutecontingent or otherwise and whether due or to become due, contingent, or otherwise) other than those that wouldwould not, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. (a) B The Company has timely filed or furnished otherwise transmitted all forms, reports reports, statements, schedules, registration statements and other documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the "SEC") SEC since December 31, 2000 2002 (such forms, reports, statements, schedules, registration statements and other documents being collectively, the "B SEC REPORTSReports"). The B Each SEC ReportsReport (i) at the time it was filed or, if amended, as of their respective datesthe date of such amendment, (i) complied in all material respects and was prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, each in effect on the date so filed, and (ii) did not not, at the time they were filed it was filed, or, if 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 Subsidiary is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial statements of B (including, in each case, any notes thereto) contained in the B SEC Reports complies with all applicable requirements of the SEC and was prepared in accordance with U.S. United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in such statements or the notes thereto) and each presented fairlyfairly presents, in all material respects, the consolidated financial position and position, results of operations and cash flows of B the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, therein except as otherwise noted therein (including, in each case, in any notes thereto, and subject, in the case of unaudited statements, to normal and recurring audit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effectperiod-end adjustments). 20. (c) B Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Subsidiaries as of December 31, 2004, including the notes thereto (the "Balance Sheet"), neither the Company nor any Subsidiary has no known any liability or obligation of any nature (whether accrued, absolute, contingentcontingent or otherwise), in each case that is required by GAAP to be set forth in a consolidated balance sheet of the Company or disclosed in the notes thereto, except for liabilities and obligations (including purchasing obligations) (i) incurred in the ordinary course of business since December 31, 2004, or otherwise(ii) that would, individually or in would not be material to the aggregate, have Company and its Subsidiaries taken as a B Material Adverse Effectwhole. (d) B Section 4.07(d) of the Disclosure Schedule lists all "management letters" and other similar letters relating to the Company's or any of its Subsidiaries' internal controls and accounting practices that have been received by the Company from its independent accountants since January 1, 2002 (the "Management Letters"). True and complete copies of all Management Letters have been made available to Parent. (e) The Company conducted an assessment of its internal control over financial reporting as of December 31, 2004 pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and found it to be effective to provid▇ ▇▇▇▇▇▇▇▇▇▇ ▇ssurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and, since such time, to the knowledge of the persons listed on Schedule 1.01(a) hereto, the Company has obtained no knowledge of any material weaknesses or significant deficiencies in internal control over financial reporting. The management of the Company has (x) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities and such controls are effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and (y) disclosed on a timely basis, based on its most recent evaluation, to the Company's outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial data and (B) any fraud, whether or not indebted material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. (f) Since December 31, 2002, neither the Company, any Subsidiary nor, to the Company's knowledge, any director, officer, employee employee, auditor, accountant or agent representative of B (except for amounts due as normal salaries and bonuses and payments due the Company or any Subsidiary, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their respective internal accounting controls or any complaint, allegation, assertion or claim that the Company or any Subsidiary has engaged in questionable accounting or auditing practices. To the knowledge of the Company, no attorney representing the Company or any Subsidiary, whether or not employed by the Company or any Subsidiary, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to agents under contracts and in reimbursement the Company Board or any committee thereof or to any director or officer of ordinary course expenses) and no such person is indebted to Bthe Company. Since December 31, and 2002, there have been no other transactions internal investigations regarding accounting or financial reporting discussed with, reviewed by or initiated at the direction of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under chief executive officer, chief financial officer, general counsel, the Exchange Act since December 31, 2000Company Board or any committee thereof. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or (iii) other payments pursuant to this Agreement and the ancillary agreements.

SEC Filings; Financial Statements. Since January 1, 2015, the Seller has filed with or otherwise furnished to (aas applicable) B has timely filed or furnished the SEC all registration statements, prospectuses, forms, reports reports, definitive proxy statements, schedules and documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the "SEC") since December 31, 2000 (collectively, the "B SEC REPORTS"). The B SEC Reports, as of their respective dates, (i) complied in all material respects with the requirements of under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (such documents and any other documents filed by the Seller with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Seller SEC Documents”). As of their respective filing dates or, if supplemented, modified or amended since the time of filing and prior to the date hereof, as of the date of the most recent such supplement, modification or amendment, the Seller SEC Documents (iia) did not at the time they were 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 light of the circumstances under which they were made, not misleading. misleading and (b) Each of complied in all material respects with the financial statements of B (including, in each case, any notes thereto) contained in the B SEC Reports complies with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the Sarbanes Oxley Act, each as in effect on the date each such document was filed. The Seller Financial Statements (i) complied as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC and was with respect thereto, (ii) have been prepared in accordance with U.S. generally accepted accounting principles GAAP ("U.S. GAAP"as in effect in the United States on the date of such Seller Financial Statements) applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the financial position and results of operations of B as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjectthereto or, in the case of unaudited interim financial statements, to for normal and recurring audit year-end adjustments which were not and are not expected, individually as may be permitted by the SEC on Form 10-Q or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation SForm 8-K under the Exchange Act since December 31, 2000. (eAct) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than (i) pursuant to B Material Contracts (as defined below), (ii) pursuant to SECTION 9.05 or and (iii) other payments pursuant to this Agreement fairly present in all material respects the consolidated financial position and the ancillary agreementsconsolidated results of operations, cash flows and changes in common stock equity of Seller and its consolidated Subsidiaries as of the dates and for the periods referred to therein (except, in the case of interim financial statements, for normal and recurring yearend adjustments and as may be permitted by the SEC on Form 10-Q or Form 8-K under the Exchange Act).

SEC Filings; Financial Statements. (a) B The Company has timely filed with the SEC all forms, reports, schedules, statements and other documents required to be filed by it and has previously furnished to Acquiror a true and complete copy of each of (i) its Annual Report on Form 10-K for the year ended December 31, 1997 (ii) its Quarterly Report on Form I0-Q for the period ended March 31, 1998, (iii) a copy of its proposed Quarterly Report on Fo▇▇ ▇▇-▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ended June 30, 1998 (which is to be filed on August 14, 1998), and (iv) all other reports or furnished all other correspondence filed by it with the SEC pursuant to Exchange Act since January 1, 1998, in each case as filed (or to be filed) with the SEC (collectively, together with any forms, reports and documents required to be filed or furnished by it the Company with or to the Securities and Exchange Commission (SEC after the "SEC") since December 31, 2000 (collectivelydate hereof until the Closing, the "B Company SEC REPORTSReports"). The B SEC ReportsEach such report, as of their respective dateswhen filed, (i) complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Actapplicable rules and regulations thereunder and, as the case may beof their respective dates, and (ii) did not at the time they were filed contain none of such 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 light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements of B (including, in each case, any notes theretorelated notes) contained in the B Company SEC Reports complies complied as to form in all material respects with all the applicable requirements rules and regulations of the SEC and with respect thereto, was prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes theretoto such financial statements) and each fairly presented fairly, in all material respects, the consolidated financial position of the Company as of the dates indicated and the consolidated results of their operations of B as at the respective dates thereof and cash flows for the respective periods indicated thereinindicated, except as otherwise noted therein that the unaudited interim financial statements (subject, in the case of unaudited statements, i) were or are subject to normal and recurring audit year-end adjustments which were not and or are not expected, individually or in the aggregate, to have a B Material Adverse Effect). 20 (c) B has no known liability or obligation of any nature (whether accrued, absolute, contingent, or otherwise) that would, individually or in the aggregate, have a B Material Adverse Effect. (d) B is not indebted to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergersmaterial in amount, other than (i) pursuant to B Material Contracts (as defined below), and (ii) pursuant do not contain footnote disclosure. The unaudited balance sheet of the Company as of June 30, 1998 is referred to SECTION 9.05 or (iii) other payments pursuant to this Agreement and herein as the ancillary agreements"Company Balance Sheet."

SEC Filings; Financial Statements. (a) B ▇▇▇▇▇▇ has timely filed or furnished all forms, reports and documents required to be filed or furnished by it with or to under the Securities and Exchange Commission (Act since July 1, 1993 through the "SEC") since December 31, 2000 date of this Agreement (collectively, the "B ▇▇▇▇▇▇ SEC REPORTSReports"). The B ▇▇▇▇▇▇ SEC Reports, as of their respective dates, Reports (i) complied were prepared in accordance in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and (ii) did not at the time they were 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. No subsidiary of ▇▇▇▇▇▇ is subject to the periodic reporting requirements of the Exchange Act. (b) Each of the consolidated financial statements of B (including, in each case, any notes thereto) contained in the B ▇▇▇▇▇▇ SEC Reports complies with all applicable requirements of the SEC and was prepared in accordance with U.S. United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of ▇▇▇▇▇▇ and results of operations of B its subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein therein. Except as and to the extent set forth on the consolidated balance sheets (subject, including the notes thereto) included in the case of unaudited statements, to normal and recurring audit adjustments which were not and are not expected, individually or financial statements contained in the aggregate▇▇▇▇▇▇ SEC Reports, to ▇▇▇▇▇▇ does not have a B Material Adverse Effect). 20 (c) B has no known liability any liabilities or obligation obligations of any nature (whether accrued, absolute, contingent, contingent or otherwise) that wouldwould be required to be reflected on a balance sheet or in notes thereto prepared in accordance with United States generally accepted accounting principles, except for (i) liabilities or obligations incurred in the ordinary course of business since July 1, 1996, (ii) liabilities or obligations incurred outside the ordinary course of business since July 1, 1996 that would neither, individually or in the aggregate, (A) have a B ▇▇▇▇▇▇ Material Adverse EffectEffect nor (B) prevent or materially delay the performance of this Agreement or any of the Ancillary Agreements by ▇▇▇▇▇▇ or any Contracting Subsidiary (to the extent it is a party thereto), (iii) the Retained Debt and (iv) liabilities or obligations incurred in connection with the execution and delivery of this Agreement and the Ancillary Agreements and consummation of the transactions contemplated hereby and thereby. (dc) B is not indebted Exhibit A to any director, officer, employee or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expensesSection 4.7(c) and no such person is indebted to B, and there have been no other transactions of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000. (e) B has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than ▇▇▇▇▇▇ Disclosure Schedule contains (i) pursuant to B Material Contracts audited consolidated balance sheets of the Retained Business as of June 30, 1996 (as defined below)the "Retained Business Balance Sheet") and June 30, 1995, (ii) pursuant statements of income and cash flow for the Retained Business for the twelve-month periods ending June 30, 1996, June 30, 1995 and June 30, 1994. The Retained Business Balance Sheet fairly presents in all material respects the financial position of the Retained Business as of June 30, 1996. Except as and to SECTION 9.05 the extent set forth on the Retained Business Balance Sheet (including the notes thereto), the Retained Business does not have any 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 notes thereto prepared in accordance with United States generally accepted accounting principles, except for (i) liabilities or obligations incurred in the ordinary course of business since July 1, 1996, (ii) liabilities or obligations incurred outside the ordinary course of business since July 1, 1996 that do not, individually or in the aggregate, (A) have a ▇▇▇▇▇▇ Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement or any of the Ancillary Agreements by ▇▇▇▇▇▇ or any Contracting Subsidiary (to the extent it is a party thereto), (iii) other payments pursuant to the Retained Debt and (iv) liabilities or obligations incurred in connection with the execution and delivery of this Agreement and the ancillary agreementsAncillary Agreements and consummation of the transactions contemplated hereby and thereby.

SEC Filings; Financial Statements. (a) B Since January 31, 2007, the Company has timely filed or furnished all forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it with or to the Securities and Exchange Commission SEC (such documents, as they have been amended since the "SEC") since December 31, 2000 (collectivelyrespective time of their filing, the "B “SEC REPORTS"Reports”). The B SEC Reports, as of their respective dates, Reports (i) complied were prepared in all material respects in accordance with either the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations promulgated thereunder, in each case, as in effect as of the respective time of filing of such SEC Reports, and (ii) did not not, at the time they were filed filed, or, if 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. (b) Each of the financial statements of B (including, in each case, any notes thereto) contained in the B SEC Reports complies with all applicable requirements of the SEC and was prepared in accordance with U.S. United States generally accepted accounting principles ("U.S. “GAAP"”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlyfairly presents in accordance with GAAP, in all material respects, the financial position and position, results of operations and cash flows of B the Company 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 audit year-end adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effectany other adjustments described therein). 20. (c) B has no known The Company does not have any liability or obligation of any nature (whether accrued, absolute, contingent, contingent or otherwise), except (i) that wouldas and to the extent set forth on the balance sheet of the Company for the fiscal year ended January 31, individually or 2010, including the notes thereto, (ii) for liabilities and obligations, incurred in the aggregateordinary course of business consistent with past practice since January 31, 2010, (iii) for liabilities and obligations for fees and expenses incurred in connection with the Merger or (iv) for liabilities which would not be reasonably likely to have a B Material Adverse Effect. (d) B is not indebted The Company has made available to any directorParent all comment letters received by the Company from the SEC or the staff thereof since January 31, officer, employee 2007 and all responses to such comment letters filed by or agent of B (except for amounts due as normal salaries and bonuses and payments due to agents under contracts and in reimbursement of ordinary course expenses) and no such person is indebted to B, and there have been no other transactions on behalf of the type required to be disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act since December 31, 2000Company. (e) B The Company has no commitments, obligations or plans for capital expenditures or otherwise involving cash payments in excess of an aggregate of $2,000,000 expected to be paid or become payable either within 12 months from the date hereof or as a result of the Mergers, other than timely filed all certifications and statements required by (i) pursuant Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to B Material Contracts any SEC Report. The Company has established and maintains “disclosure controls and procedures” (as such term is defined belowin Rules 13a-15(e) and 15d-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files with the SEC is communicated to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are designed to be effective in timely alerting the Company’s principal executive officer and its principal financial officer to information required to be included in the Company’s periodic reports required under the Exchange Act. The Company has made available to Parent 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 4.07, 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. (f) The Company maintains a standard system of accounting established and administered in accordance with GAAP in all material respects. The Company maintains 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) pursuant transactions are recorded as necessary to SECTION 9.05 or permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) other payments pursuant access to this Agreement assets is permitted only in accordance with management’s general or specific authorization, and (iv) the ancillary agreementsrecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has made available to Parent complete and correct copies of all written policies and manuals promulgating such internal accounting controls.