Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Company has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNM, as the case may be, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be 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 of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (a) Company has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC and the NNM since June 11November 1, 1998 1996 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSCompany Reports") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNM, as the case may be, in substantially all respects and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be 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 of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and documents required to be filed by it (A) with the SEC since December 31, 1998 and has heretofore delivered or made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1998 and 1999, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 2000, June 1130, 2000 and September 30, 2000, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since May 1, 1998 and (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since April 1, 1998 (collectively, together with any such the forms, reportsreports and other documents referred to in clauses (i), statements (ii), (iii) and documents Company may file subsequent to the date hereof until the Closing(iv) above being, collectively, the "COMPANY REPORTSCompany SEC Reports") and (Bv) complete (i.e., unredacted) copies of each exhibit to the Company SEC Reports filed with any other Governmental Entitiesthe SEC. Each The Company Report SEC Reports (i) was were prepared in all material respects in accordance with either the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, or, if amended, as of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange ActGAAP") applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Regulation S-X adopted by the SEC) and each presented fairly, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and the consolidated subsidiaries of the Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustmentsadjustments which would not have had, individually or in the aggregate, a Material Adverse Effect). The balance sheet of the Company contained in the Company SEC Reports as of September 30, 2000 is hereinafter referred to as the "Company Balance Sheet". (c) Except as The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications that have not been filed with the SEC to the extent set forth all agreements, documents or reserved against on the consolidated balance sheet of Company and other instruments that previously had been filed by the Company Subsidiaries as reported with the SEC and are currently in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998effect.

SEC Filings; Financial Statements. (a) The Company has timely filed made --------------------------------- all forms, reports, statements and documents filings required to be filed by it (A) made under the Exchange Act with the SEC since June 11December 31, 1998 1996 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing"SEC Filings"). As of their respective dates, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared SEC ----------- Filings complied as to form in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act or the rules and regulations of the NNM-------------- Act, as the case may be, and (ii) the rules and regulations of the SEC promulgated thereunder applicable to such SEC Filings, and the SEC Filings did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred The financial statements set forth in the SEC Filings comply as to in clause (B) of this paragraph was prepared form in all material respects in accordance with applicable accounting requirements and the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements published rules and regulations of the Exchange SEC promulgated under the Securities Act or required to file any formthe Exchange Act, report or other document with as the SECcase may be, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was and have been prepared in accordance with U.S. GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes to such financial statements) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows for the respective periods then ended (subject, in the case of unaudited interim financial statements, to exceptions permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) Act and each presented fairly, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet . As of Company and March 31, 1997, neither the Company Subsidiaries as reported in nor any of its subsidiaries had, and since such date neither the Company Reportsnor any of its subsidiaries has incurred, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (nature, whether accrued, absolute, contingent or otherwise) , whether due or to become due that would be are required to be recorded or reflected on a consolidated balance sheet or in notes thereto prepared in accordance with U.S. GAAPof the Company under generally accepted accounting principles, except for immaterial liabilities as reflected or obligations incurred reserved against or disclosed in the ordinary course financial statements of business consistent with past practice since December 31, 1998the Company included in the SEC Filings or set forth on Schedule 4.7.

SEC Filings; Financial Statements. (a) The Company has timely filed Made Available (or made available on the SEC website) to Parent accurate and complete copies of all formsregistration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, statements schedules, forms, exhibits and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to be have been filed by it (A) the Company or its officers with the SEC since June 11January 1, 1998 2008 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 filed with the SEC (collectivelyor, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the date hereof until of this Agreement, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of the Company SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act or the rules and regulations of the NNM, (as the case may be, ); and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement of the certifications and document referred statements relating to in clause 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 this paragraph was prepared 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 all material respects 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 requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Securities Act or the Exchange Act or required to file any form, report or other document with (as the SEC, the NNM, any other stock exchange or any other comparable Governmental Entitycase 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 all 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 compliance in all material respects with the applicable listing requirements of the consolidated 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, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) 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 the its consolidated Company Subsidiaries as at of 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 thereincovered thereby. No financial statements of any Person other than the Symyx Corporations are required by GAAP to be included in the consolidated financial statements of the Company. (d) 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) 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 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 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 otherwise noted therein (subject, set forth in the case Company SEC Documents filed prior to the date of unaudited statementsthe 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 normal and recurring immaterial year-end adjustments)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. (cf) Except as and to Part 3.4(f) of the extent set forth or reserved against on the consolidated balance sheet of Company Disclosure Schedule lists, and the Company Subsidiaries 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 reported defined in Item 303(c) of Regulation S-K under the Exchange Act) currently in effect or effected by any of the Symyx Corporations since January 1, 2008. None of the Symyx Corporations has any obligation or other commitment to become a party to any such “off-balance sheet arrangements” in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998future.

SEC Filings; Financial Statements. (a) Since January 1, 2010, the Company has filed or furnished on a timely filed basis all forms, reports, statements 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, respectively, by it (A) under applicable Laws prior to the date hereof. As of the time it was filed with the SEC since June 11(or, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the Agreement Date, then on the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report of such filing): (i) was prepared each of the Company SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act or the rules and regulations of the NNM, (as the case may be, ) and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement The certifications and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements 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 required superseded by a filing prior to file any formthe Agreement Date, report or other document with then on the SEC, the NNM, any other stock exchange or any other comparable Governmental Entitydate of such filing). (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained in the Company Reports was SEC Documents (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto, (ii) were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) 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 consolidated to such financial position of Company and the consolidated Company Subsidiaries 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 immaterial year-end adjustments). adjustments that will not, individually or in the aggregate, be material in amount) and (ciii) Except fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and to the extent set forth or reserved against on 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, 2011 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) of the Company Subsidiaries as reported Disclosure Schedule are required by GAAP to be included in the consolidated financial statements of the Company. The books and records of the Company Reportsand its Subsidiaries have been, including the notes theretoand are being, none of Company or any Company Subsidiary has 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 maintained in notes thereto prepared all material respects in accordance with U.S. GAAPGAAP and any other applicable legal and accounting requirements. The Company has made available to Parent true, except for immaterial liabilities or obligations incurred in correct and complete copies of all written correspondence between the ordinary course of business consistent with past practice SEC, on the one hand, and Company, on the other hand, occurring since December 31January 1, 19982010, and prior to the date hereof.

SEC Filings; Financial Statements. (a) The Company has timely filed and made available to Parent all forms, reports, statements and documents required to be filed by it (A) with the Company SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Documents. The Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report SEC Documents (i) was prepared at the time filed, complied in all material respects in accordance with the applicable requirements of the Securities Act, Act and the Exchange Act or the rules and regulations of the NNMAct, as the case may be, and (ii) did not at the time it was they were filed (oror if amended or superseded by a filing prior to the date of this Agreement, in then on the case date of registration statements filed under the Securities Act, at the time of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Documents or necessary in order to make the statements made thereinin such Company SEC Documents, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any formforms, report reports, schedules, statements or other document documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) related notes), contained in the Company Reports SEC Documents, including any Company SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with U.S. GAAP (except as may be 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) applied on a consistent basis throughout the periods involved and each fairly presented fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company its Subsidiaries as at the respective dates thereof and the consolidated 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, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.interim financial

SEC Filings; Financial Statements. (a) Company has timely filed with or furnished to the SEC all reports, forms, reportscertifications, schedules, registration statements, and definitive proxy statements (including exhibits and documents other information incorporated therein) required to be filed by it (A) with the SEC since June 11January 1, 1998 2010 (collectively“Company SEC Documents”). Each Company SEC Document, together with any such forms, reports, statements and documents Company may file subsequent at the time filed (or if amended or superseded by a filing or amendment prior to the date hereof until of this Agreement, then at the Closingtime of such filing and in the case of registration statements and proxy statements, on the "COMPANY REPORTS") dates of effectiveness and (B) with any other Governmental Entities. Each Company Report dates of mailing, respectively), (i) was prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and the applicable rules and regulations thereunder, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or currently required to file any form, report or other document with the SECSEC under Section 13(a) or 15(d) of the Exchange Act. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Documents and, to the NNMKnowledge of Company, none of the Company SEC Documents is the subject of any other stock exchange or any other comparable Governmental Entityongoing SEC review. (b) Each The consolidated financial statements of Company, together with the related schedules and notes thereto, included in the Company SEC Documents, as of their respective date of filing with the SEC (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and dates of mailing, respectively), (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (ii) present fairly in all material respects the consolidated financial position of Company and its consolidated Subsidiaries as of the dates thereof, and the statements (includingof income, in each casecash flows and stockholders’ equity of Company and its consolidated Subsidiaries for the periods specified, any notes thereto) contained in the Company Reports was and such consolidated financial statements have been prepared in accordance with U.S. GAAP (except except, in the case of the unaudited statements, as may be permitted by Form 10-Q under of the Exchange ActSEC) 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 Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated thereininvolved, except as otherwise noted therein (subject, in the case of unaudited statements, to the absence of notes and normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth for matters reflected or reserved against in the consolidated, unaudited balance sheet of Company as of Company Balance Sheet Date, neither Company nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due) of any nature that would be required by GAAP to be reflected on the a consolidated balance sheet of Company and the Company its consolidated Subsidiaries as reported in the Company Reports, (including the notes thereto), none of Company or any Company Subsidiary has any except liabilities or obligations of any nature that (whether accrued, absolute, contingent or otherwisei) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations were incurred in the ordinary course of business consistent with past practice since December 31Company Balance Sheet Date, 1998(ii) were incurred in connection with the transactions contemplated by this Agreement or (iii) individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Company. Neither Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any relating to any transaction or relationship between or among Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Company or any of its Subsidiaries, in Company’s financial statements or the Company SEC Documents.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and documents (including all exhibits thereto) required to be filed by it (A) with the SEC since June 11July 2, 1997, and (except for preliminary materials) has made available to Parent, in the form filed with the SEC, its (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1998 and December 31, 1997, respectively, (ii) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, (iii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since July 2, 1997 and (iv) all other reports or registration statements filed by the Company with the SEC since July 2, 1997 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSSEC Reports") and (B) with any other Governmental Entities). Each Company Report The SEC Reports (i) was prepared at the time filed complied in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act or the rules and regulations of the NNMAct, as the case may be, and (ii) did not at the time it was they were filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements None of the Exchange Act or Subsidiaries is required to file any form, report statements or other document reports with the SEC, SEC pursuant to Sections 13(a) or 15(d) of the NNM, any other stock exchange or any other comparable Governmental EntityExchange Act. (b) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each fairly presented fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company its Subsidiaries as at the respective dates thereof and the consolidated results of operations and changes in financial position of the Company and its Subsidiaries 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 immaterial year-end adjustmentsadjustments (which in the aggregate are not material in amount) and except as set forth in Schedule 4.5(b). (c) Except Set forth in Schedule 4.5(c) is a true and correct copy of the unaudited consolidated financial statements of the Company and its Subsidiaries as at December 31, 1999 and to for the extent set forth or reserved against on year then ended (collectively, the consolidated "Interim Financial Statements"). The interim balance sheet of Company and the Company Subsidiaries as reported included in the Company Reports, including Interim Financial Statements (the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise"Interim Balance Sheet") that would be required to be reflected on a balance sheet or in notes thereto was prepared in accordance with U.S. GAAPgenerally accepted accounting principles applied on a consistent basis throughout the periods involved and fairly presented the consolidated financial position of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and changes in financial position of the Company and its Subsidiaries for the periods indicated. (d) Except as (i) set forth in Schedule 4.5(d) or (ii) disclosed in any SEC Report filed prior to the date of this Agreement, and except for immaterial liabilities or and obligations incurred in the ordinary course of business consistent with past practice since December 31the date of the most recent consolidated balance sheet included in the SEC Reports filed and publicly available prior to the date of this Agreement, 1998the Company and the Subsidiaries have no material liabilities of any nature (whether accrued, absolute, contingent or otherwise).

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished (as applicable) all forms, reports, statements statements, schedules and other documents required to be filed or furnished by it (A) with the SEC since June 11October 8, 1998 2010 (collectively, together with any documents so filed or furnished during such formsperiod, reports, statements and documents Company in each case as may file subsequent to the date hereof until the Closinghave been amended, the "COMPANY REPORTS") and (B) with any other Governmental Entities“Company SEC Reports”). Each The Company Report SEC Reports (i) was prepared at the time they were filed or furnished and, if amended, as of the date of such amendment, complied in all material respects in accordance with the all applicable requirements of the Securities Act or the Exchange Act, applicable accounting standards and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or of 2002 (as amended and including the rules and regulations of promulgated thereunder), and any rules and regulations promulgated thereunder applicable to the NNM, as the case may beCompany SEC Reports, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, or furnished and, if amended, as of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (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 included in or incorporated by reference into the Company SEC Reports (includingincluding the related notes and schedules) complies as to form in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto and fairly presents, or, in each casethe case of Company SEC Reports filed after the date hereof, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be 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 fairlywill fairly present, in all material respects, the consolidated financial position of the Company and the consolidated Company its Subsidiaries as at of its date and the respective dates thereof results of operations, changes in shareholders’ equity and cash flows, as the case may be, of the 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 immaterial year-end audit adjustments, none of which has had or will have a Company Material Adverse Effect), in each case in accordance with IFRS (except, in the case of unaudited financial statements, as permitted by the SEC). (cd) Except The Company has implemented disclosure controls and procedures (as and defined in Rule 13a-15(e) of the Exchange Act) that are reasonably designed to ensure that all information relating to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company its Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected included in reports filed or submitted under the Exchange Act is made known on a balance sheet timely basis to its chief executive officer and chief financial officer or in notes thereto prepared in accordance with U.S. GAAPother persons performing similar functions. Neither the Company, except for immaterial liabilities nor, to the Company’s Knowledge, its independent registered public accounting firm has identified or obligations incurred been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the ordinary course design or operation of business consistent 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) The Company is in compliance, in all material respects, with past practice since December 31the applicable listing and corporate governance rules and regulations of NASDAQ, 1998subject 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 NASDAQ).

SEC Filings; Financial Statements. (a) Company has timely filed all All forms, documents and reports, statements and documents required to be filed by it (A) with the SEC since June 11, 1998 (collectively, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such formsform, reportsdocument or report (but not including any document incorporated by reference into an exhibit), statements and documents Company may file subsequent excluding the Joint Proxy Statement/Consent Solicitation Statement, required to have been filed with or furnished to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with SEC by Pi or any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities ActPi Subsidiaries since January 1, 2021 (the Exchange Act “Pi SEC Documents”) have been timely filed or the rules and regulations of the NNMfurnished, as the case may be. As of their respective dates (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 (as the case may be), and the requirements of SOX and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated The financial statements (includingincluding related notes, in each case, any notes theretoif any) contained in the Company Reports was Pi SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) 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 consolidated to such financial position of Company and the consolidated Company Subsidiaries 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 immaterial year-end adjustments). ; and (ciii) Except fairly presented in all material respects the consolidated financial position of Pi and its consolidated Subsidiaries as of the respective dates thereof and to the extent set forth or reserved against on consolidated results of operations and cash flows of Pi and its consolidated Subsidiaries for the periods covered thereby. For purposes of this Agreement, “Pi Balance Sheet” means that audited consolidated balance sheet (and notes thereto) of Company Pi and the Company its consolidated Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 19982020 (the “Pi Balance Sheet Date”) set forth in Pi’s Annual Report on Form 10-K filed with the SEC on March 9, 2021.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and documents required to be filed by it (A) with the SEC since September 18, 1998, and has heretofore made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1998 and 1999, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 2000 and June 1130, 2000, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since September 18, 1998, and (iv) all other forms, reports and other registration statements filed by the Company with the SEC since September 18, 1998 (collectively, together with any such the forms, reportsreports and other documents referred to in clauses (i), statements and documents Company may file subsequent to the date hereof until the Closing(ii), the "COMPANY REPORTS"(iii) and (Biv) with any other Governmental Entitiesabove being referred to herein, collectively, as the "Company SEC Reports"). Each The Company Report SEC Reports (i) was were prepared in all material respects in accordance with the requirements of the Securities Act, Act and the Exchange Act or the rules and regulations of the NNMAct, as the case may be, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time of effectiveness) 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, and (iii) were filed in a timely manner. Each material form, report, statement and document referred to Except as set forth in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements Section 3.06 of the Exchange Act Company Disclosure Schedule, no subsidiary of the Company was or is required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was or will be prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles 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, respects or will present fairly in all material respects the consolidated financial position position, results of operations and cash flows of the Company and the its consolidated Company Subsidiaries subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of that any unaudited statements, interim financial statements were or will be subject to normal and recurring immaterial year-end adjustments)adjustments that did not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except The Company has no liabilities or obligations of any nature, except: (i) as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reportsat December 31, 1999, including the notes theretothereto or (ii) as would not, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet individually or in notes thereto prepared in accordance with U.S. GAAPthe aggregate, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since reasonably be expected to have a Company Material Adverse Effect. (d) Since December 31, 19981999, there has not been any Company Material Adverse Effect.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely filed 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 (A) the Company with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents the “Company may file subsequent to the date hereof until the ClosingSEC Documents”). As of their respective dates, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared SEC Documents complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNM▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 (iiprior to the date of this Agreement) did not at by a later filed Company SEC Document, none of the time it was Company SEC Documents when filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or Company is required to file or furnish any report, statement, schedule, form, report registration statement, proxy statement, certification or other document with with, or make any other filing with, or furnish any other material to, the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the The consolidated financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company Reports was SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act“GAAP”) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto 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) and each presented fairlyfairly present, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries as at of the respective dates thereof and the results of operations and cash flows of the Company 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 notes and to normal and recurring immaterial year-end adjustmentsadjustments 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) Except 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 extent set forth or reserved against on principal executive officer of the consolidated balance sheet of 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 reported 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 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 any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (h) 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 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 made therein, in light of the circumstances under which they were made, not misleading. (i) Notwithstanding anything else to the contrary set forth in this Agreement, 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 Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998Disclosure Documents.

SEC Filings; Financial Statements. (a) The Company has filed or furnished, as applicable, on a timely filed basis all forms, reportsschedules, statements statements, certifications, reports and documents required to be filed or furnished by it (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of under the Securities Act, or the Exchange Act or and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and all rules and regulations of the NNM, SEC promulgated by the SEC thereunder (as the case may be) since January 1, and 2023 (ii) did not at the “Company SEC Documents”). 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), each of the Company 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 as of registration statements filed under the Securities Act, at the time they were filed, none of effectiveness) contain the 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 material form, report, statement The certifications and document referred to in clause statements required by (Bi) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Company SEC Documents (collectively, the “Company Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 4.07, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or required information is furnished, supplied or otherwise made available to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was SEC Documents: (i) complied as to form in all material respects with the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the SEC applicable thereto, (ii) were prepared in accordance with U.S. GAAP (except as may be 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 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 consolidated financial position of the Company and the consolidated Company Subsidiaries as at of the respective dates thereof and the results of operations and cash flows of the Company for the respective periods indicated therein, except covered thereby. Other than as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported expressly disclosed in the Company ReportsSEC Documents filed prior to the date hereof, including there has been no material change in the notes thereto, none of Company Company’s accounting methods or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) principles that would be required to be reflected on a balance sheet or disclosed in notes thereto prepared the Company’s financial statements in accordance with U.S. GAAP. The books of account and other financial records of the Company and each of its Subsidiaries are true and complete in all material respects. (c) 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) to the knowledge of the Company, “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. (d) Except as set forth on Section 4.07(d) of the Company Disclosure Letter, the Company has not received any comment letter from the SEC or the staff thereof or any correspondence from Nasdaq or the staff thereof relating to the delisting or maintenance of listing of Company Common Stock on Nasdaq. The Company has not disclosed any unresolved comments in the Company SEC Documents. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of Nasdaq. (e) There have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, or general counsel of the 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Except as set forth on Section 4.07(f) of the Company Disclosure Letter, the Company 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) The Company has established and 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, except for immaterial liabilities or obligations incurred including policies and procedures sufficient to provide reasonable assurance that the Company maintains records that in reasonable detail accurately and fairly reflect the Company’s transactions and dispositions of assets. The Company has disclosed to the Company’s auditors and the Audit Committee of the Company 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 ordinary course design or operation of business consistent with past practice since December 31internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, 1998process, 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 the Company or its Subsidiaries’ internal control over financial reporting. Except as disclosed in the Company SEC Documents filed prior to the date hereof, the Company’s internal control over financial reporting is effective and the Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. (h) Neither the Company nor its Subsidiaries have effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(b) of Regulation S-K under the Exchange Act).

SEC Filings; Financial Statements. (a) The Company has timely Made Available to Parent true, correct and complete copies of all Company SEC Documents filed all formssince December 31, 2010, including the Company Financial Statements. All statements, reports, statements schedules, forms and other documents required to be have been filed by it (A) the Company or its officers with the SEC since June 11December 31, 1998 2010 have been so filed on a timely basis, including any certification or statement required by: (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; and (iii) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents filed on or after December 31, 2010 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities“Certifications”). Each Company Report (i) was prepared of the Certifications are accurate and complete, and comply in all material respects in accordance as to form and content with all applicable Legal Requirements. None of the Company 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 and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively): (A) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNM, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (iiB) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance There are no outstanding or unresolved comments received from the SEC with the requirements of applicable Law. No Company Subsidiary is subject respect to the periodic reporting requirements of Company SEC Documents. As used in this Agreement, the Exchange Act or required term “file” and variations thereof, when used in reference to file any form, report or other document with the SEC, shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the NNM, any SEC and made publicly available on ▇▇▇▇▇ (other stock exchange than documents or any other comparable Governmental Entityinformation that are provided by the Company to the staff of the SEC on a supplemental basis and are not made publicly available on ▇▇▇▇▇). (b) Each The Company maintains a process of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that is designed to provide reasonable assurances: (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP; (ii) that receipts and expenditures are being made only in accordance with the authorizations of management and directors; and (iii) regarding prevention or timely detection of the consolidated unauthorized acquisition, use or disposition of the Acquired Corporations’ assets that could have a material effect on the financial statements. The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that all material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure, and otherwise to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations. Since December 31, 2010 through the date of this Agreement, each director and officer of the Company has filed with or furnished to, as applicable, the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act. (c) The financial statements (including, in each case, including any notes theretorelated notes) contained in the Company Reports was SEC Documents filed on or after December 31, 2010, including the Company Financial Statements: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) 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 consolidated to such financial position of Company and the consolidated Company Subsidiaries 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 immaterial year-end adjustmentsadjustments that shall not, individually or in the aggregate, be material in amount); 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. (cd) Except as and to Part 3.4(d) of the extent set forth or reserved against on the consolidated balance sheet of Company Disclosure Schedule lists, and the Company Subsidiaries as reported in has Made Available to Parent, copies of the Company Reports, including the notes thereto, none of Company documentation creating or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a governing all securitization transactions and “off-balance sheet or arrangements” (as defined in notes thereto prepared Item 303(a) of Regulation S-K of the Securities Act) effected by any of the Acquired Corporations that are in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in effect as of the ordinary course date of business consistent with past practice since this Agreement. (e) Since December 31, 19982010, neither the Company nor the Company’s independent accountants have received any oral or written notification of any: (i) “significant deficiency” or “material weakness” in the design or operation of the internal control over financial reporting of the Company that is reasonably expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information or any fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal control over financial reporting of the Company; or (ii) any material complaint, allegation or assertion regarding any of the foregoing. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2.

SEC Filings; Financial Statements. (a) Except as disclosed in Section 4.07 of the Company Disclosure Schedule, the Company has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC and Nasdaq since June 11August 31, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to 1995 through the date hereof until the Closingof this Agreement (collectively and as amended, the "COMPANY REPORTS") and (B) with any other Governmental Entities, including state regulatory authorities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMNasdaq, as the case may be, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (Bb) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Except as disclosed in Section 4.07 of the Company Disclosure Schedule, no Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNMNasdaq, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports filed since August 31, 1997 was prepared in accordance with U.S. GAAP (except as may be 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 of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustmentsadjustments which did not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and as permitted by Form 10-Q of the SEC). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of the Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December August 31, 19981997 that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and other documents required to be filed by it (A) with the SEC since June 11January 1, 1998 2010 (collectively, together with any such the “Applicable Date”) (the forms, reports, statements reports and other documents Company may file filed since the Applicable Date and those filed subsequent to the date hereof until the Closinghereof, including any amendments thereto, collectively, the "COMPANY REPORTS") and (B) with any other Governmental Entities“Company SEC Reports”). Each The Company Report SEC Reports (i) was prepared at the time they were filed, and if amended, as of the date of such amendment, complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, or the Exchange Act or the rules and regulations of the NNMAct, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, or, if amended, as of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report report, statements, schedules or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Reports was prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in such financial statements or the notes theretothereto and except that unaudited financial statements may not contain all footnotes required by GAAP) and each presented fairlyfairly presents, in all material respects, the consolidated financial position position, results of operations, changes in stockholders’ equity and cash flows of the Company and the 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 immaterial year-end adjustmentsaudit adjustments which are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and Neither the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent fixed or otherwisecontingent), except liabilities (i) that would be required to be reflected on a reflected, accrued or reserved against in the consolidated balance sheet included in its annual report filed on Form 10-K for the period ended December 31, 2012 (including the notes thereto), (ii) incurred pursuant to this Agreement or in notes thereto prepared in accordance connection with U.S. GAAPthe Transactions, except for immaterial liabilities or obligations (iii) incurred in the ordinary course of business consistent or (iv) that would not reasonably be expected to have a Company Material Adverse Effect. (d) As of the date of this Agreement, there is no transaction, or series of similar transactions, agreements, arrangements or understandings, to which the Company or any Company Subsidiary was a party, that would be required to be disclosed under Item 404 of Reg S-K. (e) The Company is in compliance in all material respects with past practice since December 31all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act that are designed to ensure that all material information concerning the Company and the Company Subsidiaries required to be included in reports filed under the Exchange Act 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’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed annual report under the Exchange Act (such date, 1998the “Evaluation Date”). The Company presented in its most recently filed annual report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, 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 likely to materially affect, the Company’s internal control over financial reporting. (f) To the knowledge of the Company, neither the Company nor any Company Subsidiary nor any director, officer, agent, employee or affiliate of the Company or any Company Subsidiary acting on behalf of the Company or any Company Subsidiary has taken any action or failed to take any action that, directly or indirectly, (i) would constitute a violation in any material respect by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder (the “FCPA”), or any other applicable anti-bribery or anti-corruption law, including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any foreign official (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or any other applicable anti-bribery or anti-corruption law, or (ii) would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any Company Subsidiary, in order to induce such person to act against the interest of his or her employer or principal in violation of applicable Law.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements statements, schedules and other documents required to be filed by it (A) with the SEC Securities and Exchange Commission (the "SEC") since June 116, 1998 2001 (collectively, together with any such forms, reports, statements statements, schedules and other documents Company may file subsequent to the date hereof until the Closingbeing, collectively, the "COMPANY REPORTSCompany SEC Reports") and (B) with any other Governmental Entities). Each The Company Report SEC Reports (i) was prepared at the time they were filed or, if amended, as of the date of such amendment, complied in all material respects in accordance with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act or of 1934, as amended (the rules and regulations of the NNM"Exchange Act"), as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, or, if amended, as of effectiveness) 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 material form, report, statement and document referred The Company is eligible to use Form S-3 in clause (B) of this paragraph was prepared in all material respects in accordance connection with the requirements registration of applicable Lawsecurities under the Securities Act. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC. Except as set forth in Section 5.07 of the Company Disclosure Schedule, the NNMCompany has not received any non-routine inquires or interrogatories, any other stock exchange whether in writing or otherwise, from the SEC, the NASDAQ National Market or any other comparable Governmental EntityAuthority, or, to the knowledge of the Company, been the subject of any investigation, audit, review or hearing by or in front of such persons, in each case with respect to any of the Company SEC Reports or any of the information contained therein. True and complete copies of any such written inquires or interrogatories have been furnished to Parent, and Parent has otherwise been made aware of any such oral inquiries or interrogatories, investigations, audits, reviews or hearings. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act"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 statements, as permitted by Form 10-Q of the SEC) and each presented fairlyfairly presents, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and the 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 statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet in Section 5.07(c) of Company and the Company Subsidiaries as reported in Disclosure Schedule, neither the Company Reports, including the notes thereto, none of Company or nor any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) ), in each case that would be is required by GAAP to be reflected set forth on a consolidated balance sheet of the Company or in the notes thereto prepared in accordance with U.S. GAAPthereto, except for immaterial liabilities or and obligations incurred in the ordinary course of business consistent with past practice since December 31, 19982001, and liabilities and obligations which would not prevent or materially delay consummation of the Transaction or otherwise be reasonably likely to prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected to have a Company Material Adverse Effect. (d) Section 5.07(d) of the Company 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 December 31, 1999 (the "Management Letters"). True and complete copies of all Management Letters have been furnished to Parent.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished all forms, reports, statements proxy statements, schedules and documents required to be filed or furnished by it under the Securities Act or the Exchange Act since October 12, 2004 (collectively, the “Company SEC Filings”). Each Company SEC Filing (including, without limitation, any financial statements or schedules included or incorporated by reference therein) (A) with as of the SEC since June 11time it was filed, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared complied in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, the Exchange Act or the rules and regulations of the NNM, as the case may beapplicable, and (iiB) did not not, at the time it was filed (orfiled, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material formThe appropriate officers of the Company have made the certifications required by Sections 302 and 906 of, report, statement and document referred to in clause (B) of this paragraph was prepared the Company has complied in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SECwith, the NNM, any other stock exchange or any other comparable Governmental Entity▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as applicable to it. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports SEC Filings was prepared in accordance with U.S. GAAP applied (except as may be indicated in the notes thereto and, in the case of unaudited quarterly consolidated financial statements, as permitted by Article 10 of Regulation S-X promulgated by the SEC and the instructions to Form 10-Q QSB 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 respectsrespects the financial position, results of operations and cash flows of the consolidated financial position of Company and the consolidated Company its 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 and recurring immaterial year-end adjustmentsadjustments that would not be material in amount). The books and records of the Company have been maintained in accordance with applicable material legal and accounting requirements. (c) Except as set forth in Section 4.7(c) of the Company Disclosure Letter and as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported of January 31, 2007 included in the Company ReportsCompany’s Form 10-QSB for the quarter ended January 31, 2007 filed on March 26, 2007, including the notes thereto, none of the Company or any Company Subsidiary has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial normal year-end adjustments and liabilities or obligations incurred in the ordinary course of business consistent with past practice practices since December January 31, 19982007. (d) The Company maintains adequate disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed in the reports that the Company files or submit pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer to allow timely decisions regarding required disclosure. Except as disclosed in the Company SEC Filings, there are no (i) significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) fraud, or allegation of 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) The Company maintains a system of internal accounting controls designed 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 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. Except as disclosed in the Company SEC Filings, as of January 31, 2007, the Company is not aware of any material deficiencies with respect to its internal control over financial reporting. (f) None of the Company or any of its Subsidiaries is a party to, nor does the Company or any of its Subsidiaries have 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 and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person (such as any arrangement described in Section 303(a)(4) of Regulation S-B promulgated by the SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any of its Subsidiaries in the Company’s consolidated financial statements.

SEC Filings; Financial Statements. (a) Since November 30, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act prior to the date hereof, and, after the date of this Agreement and until the Effective Time, the Company will file all registration statements, prospectuses, forms, reports, certifications, statements and other documents with the SEC that are required to be filed by it (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of under the Securities Act, Act or the Exchange Act or the rules and regulations of the NNMprior to such time, as the case may be, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (iias applicable) did by the Company with the SEC at or prior to the Effective Time that are not at required to be so filed or furnished, and as the same have been supplemented, modified or amended since the time it was filed of filing prior to the date hereof, collectively, the “Company SEC Documents”). As of their respective effective dates (or, in the case of the Company SEC Documents that are registration statements filed under pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), at or in each case, if amended, as of the time date of effectivenessthe last such amendment, the Company SEC Documents (i) did not (or with respect to Company SEC Documents filed after the 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 the light of the circumstances under which they were made, not misleading. Each material formmisleading and (ii) complied (or with respect to Company SEC Documents filed after the date hereof, report, statement and document referred to in clause (Bwill comply) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or the Securities Act, as the case may be, the applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any formforms, report reports or other document documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each . All of the audited consolidated financial statements (includingand unaudited consolidated interim financial statements of the Company and the Company Subsidiaries that have been or will be, in each caseas the case may be, any notes thereto) contained included in the Company Reports was SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”) (A) have been or will be, as the case may be, prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes theretothereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and each presented fairly, (B) fairly present in all material respects or will present in all material respects, as the case may be, the consolidated financial position and the consolidated results of operations, cash flows and changes in shareholders’ equity of the Company and the consolidated Company Subsidiaries as at of the respective dates thereof and for the respective periods indicated therein, referred to therein (except as otherwise noted therein (subjectmay be indicated in the notes thereto or, in the case of unaudited interim financial statements, to for normal and recurring immaterial year-end adjustments). (cb) Except as and to Neither the extent set forth or reserved against on the consolidated balance sheet Company nor any of Company and the Company Subsidiaries as reported in is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company Reportsor any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the notes theretoother hand), none or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by 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 Company Subsidiary in the Company’s consolidated financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 3.7(a), since November 30, 2011, (i) PricewaterhouseCoopers LLP has not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected disagreement with the Company on a balance sheet matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company has failed in notes thereto prepared any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness or manner of the filing of such certifications and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in accordance with U.S. GAAPany Company SEC Document. (d) Except as permitted by the Exchange Act, except for immaterial liabilities including Sections 13(k)(2) and (3) or obligations incurred 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 ordinary course form of business consistent with past practice since December 31, 1998a personal loan to any executive officer or director of the Company.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and documents required to be filed by it (A) the Company with the SEC Securities and Exchange Commission (the "SEC") since June 11the filing of the Company's annual report on Form 10-K for the year ended December 31, 1998 (collectively, together with any 2000. All such forms, reportsreports and documents, statements and documents Company may file subsequent including the Company's annual report on Form 10-K for the year ended December 31, 2001, are referred to the date hereof until the Closing, herein as the "COMPANY SEC REPORTS") ." As of their respective dates, each of the Company SEC Reports, as of the date filed and (B) with any other Governmental Entities. Each Company Report as they may have been subsequently amended, (i) was were prepared in all material respects in accordance with the all requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), or the Securities Exchange Act or of 1934, as amended (the rules and regulations of the NNM"EXCHANGE ACT"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or did not 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 All material form, report, statement and document referred agreements to which the Company or any of its Subsidiaries is a party or to which the property or assets of the Company or any of its Subsidiaries are subject are included as part of or specifically identified in clause (Bthe Company SEC Reports or have been specifically identified as material agreements on SCHEDULE 2.5(a) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject Disclosure Letter, and made available, to counsel to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental EntityPurchasers. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was (collectively, the "FINANCIAL STATEMENTS") (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other, and (except as may be indicated in iii) fairly presented the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, quarterly financial statements for the omission of certain footnotes and subject to normal and recurring immaterial year-end adjustments. The unaudited financial statements of the Company for the period ending May 31, 2002, in the form provided to the Purchasers (the "UNAUDITED 5/31/02 FINANCIAL STATEMENTS"). , (ci) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other, and (ii) represented in all material respects the financial position of the Company at the respective dates thereof and for the periods indicated, except for the omission of footnotes and statement of cash flows and subject to normal and recurring year-end adjustments. Except as and to the extent set forth in the Unaudited 5/31/02 Financial Statements or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported specifically identified in the Company SEC Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absoluteno liabilities, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or other than obligations and commitments incurred in the ordinary course of business consistent that are not required under generally accepted accounting principles to be reflected in the Unaudited 5/31/02 Financial Statements, in each case which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is not aware of any material liability of any nature, direct or indirect, contingent or otherwise, or any amount not adequately reflected or reserved against in the Unaudited 5/31/02 Financial Statements and notes thereto. (c) The Company satisfies the requirements for use of Form S-3 for registration of the resale of Registrable Securities (as defined in the Investors' Rights Agreement). The Company is not required to file and, if it were to file a registration statement on Form S-3 on the date hereof, would not be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date hereof and to which the Company is a party or by which the Company is bound which has not been previously filed as an exhibit to its reports filed with past practice since December 31the SEC. To the knowledge of the Company, 1998except for the issuance of the Series A Closing Shares, the Additional Series A Shares, the Series A-1 Purchased Shares and the Warrants contemplated by this Agreement, no event, liability, development or circumstance has occurred or exists, or is currently contemplated to occur, with respect to the Company or its business, properties, operations, prospects or financial condition, that would be required to be disclosed by the Company under applicable securities laws or the rules and policies of Nasdaq and the Company's listing agreement with Nasdaq, and which has not been publicly disclosed.

SEC Filings; Financial Statements. (a) Company has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC and the NSCM since June 11January 1, 1998 1995 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSCompany Reports") and (B) since January 1, 1995 with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMNSCM, as the case may be, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNMNSCM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be 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, fairly the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof thereof, and their consolidated results of operations, stockholders' equity 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 immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as of February 28, 1999 as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31February 28, 19981999.

SEC Filings; Financial Statements. (a) Company has timely filed all All forms, documents and reports, statements and documents required to be filed by it (A) with the SEC since June 11, 1998 (collectively, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such formsform, reportsdocument or report (but not including any document incorporated by reference into an exhibit), statements and documents Company may file subsequent excluding the Joint Proxy Statement/Consent Solicitation Statement, required to have been filed with or furnished to the date hereof until United States Securities and Exchange Commission (the Closing, the "COMPANY REPORTS"“SEC”) and (B) with by Lambda or any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities ActLambda Subsidiaries since January 1, 2021 (the Exchange Act “Lambda SEC Documents”) have been timely filed or the rules and regulations of the NNMfurnished, as the case may be. As of their respective dates (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 Lambda 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 (as the case may be), and the requirements of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Lambda 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated The financial statements (includingincluding related notes, in each case, any notes theretoif any) contained in the Company Reports was Lambda SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) 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 consolidated to such financial position of Company and the consolidated Company Subsidiaries 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 immaterial year-end adjustments). ; and (ciii) Except fairly presented in all material respects the consolidated financial position of Lambda and its consolidated Subsidiaries as of the respective dates thereof and to the extent set forth or reserved against on consolidated results of operations and cash flows of Lambda and its consolidated Subsidiaries for the periods covered thereby. For purposes of this Agreement, “Lambda Balance Sheet” means that audited consolidated balance sheet (and notes thereto) of Company Lambda and the Company its consolidated Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 19982020 (the “Lambda Balance Sheet Date”) set forth in Lambda’s Annual Report on Form 10-K filed with the SEC on March 31, 2021, as amended on April 30, 2021.

SEC Filings; Financial Statements. (a) The Company has timely filed all registration statements, prospectuses, forms, reports, statements definitive proxy statements, schedules and documents required to be filed by it (A) with under the SEC Securities Act or the Exchange Act, as the case may be, since June 11January 31, 1998 2000 (collectively, together with any such formsthe “Company SEC Filings”). Each Company SEC Filing (i) as of the time it was filed, reportscomplied or, statements and documents Company may file if filed subsequent to the date hereof until the Closinghereof, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared will comply, in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (ii) did not not, at the time it was filed (filed, or, in if filed subsequent to the case of registration statements filed under the Securities Actdate hereof, at the time of effectiveness) 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 or will be made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was SEC Filings, as well as the consolidated financial statements (including any notes thereto) for the fiscal year ended January 31, 2004 included in Section 3.7 of the Company Disclosure Schedule, was, or will be, prepared in accordance with U.S. GAAP applied (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 fairlypresented, in all material respectsor will present, fairly the consolidated financial position position, results of operations and cash flows of the Company and the consolidated Subsidiaries of the Company 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 and recurring immaterial year-end adjustmentsadjustments which did not and would not, individually or in the aggregate, have a Material Adverse Effect). The books and records of the Company and each of its Subsidiaries have been, and are being, maintained in accordance with applicable material legal and accounting requirements. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and its consolidated Subsidiaries as of January 31, 2004 included in Section 3.7 of the Company Subsidiaries as reported in Disclosure Schedule (the “Company Reports, including the notes theretoBalance Sheet”), none of the Company or any Company Subsidiary of its consolidated Subsidiaries has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December January 31, 19982004 that would not, individually or in the aggregate, have a Material Adverse Effect. (d) Each required form, report and document containing financial statements that the Company has filed with or furnished to the SEC since July 31, 2002 was accompanied by the certifications required to be filed or furnished by the Company’s chief executive officer and chief financial officer pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated under such act or the Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and at the time of filing or submission of each such certification, such certification (i) was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, (ii) did not contain any qualifications or exceptions to the matters certified therein, except as otherwise permitted under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (iii) has not been modified or withdrawn. Neither the Company nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, content, form or manner of filing or furnishing of such certifications. The Company’s disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the Exchange Act) effectively enable the Company to comply with, and the appropriate officers of the Company to make all certifications required under, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) The Company had as of March 31, 2004, a balance of cash, cash equivalents, short-term and long-term investments, calculated in accordance with GAAP, totaling not less than $13,768,000.

SEC Filings; Financial Statements. (a) Section 3.8.1 The Company has timely filed all registration statements, prospectuses, forms, reports, statements definitive proxy statements, schedules and documents required to be filed by it under the Securities Act or the Exchange Act, as the case may be, from and after January 1, 2009 (collectively, the “Company SEC Filings”). Each Company SEC Filing, as amended or supplemented if applicable, (A) with the SEC since June 11as of its date, 1998 (collectivelyor, together with any such formsif amended or supplemented, reports, statements and documents Company may file subsequent to as of the date hereof until the Closingof such amendment or supplement, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (iiB) did not not, at the time it was filed (or, or became effective in the case of registration statements filed under statements), or, if amended or supplemented, as of the Securities Actdate of such amendment or supplement, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Section 3.8.2 Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports SEC Filings, as amended or supplemented if applicable, was prepared in accordance with U.S. GAAP applied (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 position, results of operations and cash flows of the Company and the consolidated Company 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 immaterial year-end adjustmentsadjustments which did not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect). (c) Section 3.8.3 Except as and to the extent set forth or reserved against (A) on the consolidated balance sheet of Company and the Company Subsidiaries as reported of December 31, 2011 included in the Company ReportsCompany’s annual report filed on Form 10-K for the year ended December 31, 2011, including the notes thereto, none of or (B) in the Company or any SEC Filings filed after December 31, 2011, the Company Subsidiary has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations (1) under this Agreement or incurred in connection with the Transactions, (2) incurred in the ordinary course of business consistent with past practice since December 31, 19982011, (3) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (4) incurred at the request or with the consent of Parent.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements statements, schedules and other documents required to be filed by it (A) with the SEC U.S. Securities and Exchange Commission (the “SEC”) since June 11December 31, 1998 2005 (collectively, together with any such forms, reports, statements and documents the “Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental EntitiesSEC Reports”). Each The Company Report SEC Reports (i) was prepared at the time they were filed or, if amended, as of the date of such amendment, complied in all material respects in accordance with the all applicable requirements of the Securities Act, or the Securities Exchange Act or of 1934, as amended (the rules and regulations of the NNM“Exchange Act”), as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent Company SEC Report filed with or furnished to the SEC by the Company, and in either case, publicly available prior to the date of this Agreement and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, or, if amended, as of effectiveness) 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, except to the extent updated, amended, restated or corrected by a subsequent Company SEC Report. Each material form, report, statement and document referred to in clause (B) As of the date of this paragraph was prepared in all material respects in accordance with Agreement, the requirements Company is eligible for the use of applicable LawForm S-3 for purposes of eligibility for incorporation by reference on Form S-4. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, . There are no outstanding comments from the NNM, Staff of the SEC with respect to any other stock exchange or any other comparable Governmental Entityof the Company SEC Reports. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was prepared (or if amended prior to the date of this Agreement, as amended) complied as to form, as of their respective dates of filing with the SEC, in accordance all material respects with U.S. GAAP all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except except, in the case of unaudited statements, as may be permitted by Form 10-Q under of the Exchange ActSEC), was prepared in accordance with the then existing United States generally accepted accounting principles (“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 statements, as permitted by Form 10-Q of the SEC) and each presented fairlyfairly presents, in all material respects, the consolidated financial position position, changes in stockholders’ equity, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the Company consolidated Subsidiaries as reported in the Company Reportsof December 31, 2008, including the notes theretothereto (the “Company Balance Sheet”) or disclosed in the Company 10-K or other Current Company SEC Reports filed subsequent to the date of the Company 10-K, none of neither the Company or nor any Company Subsidiary has any liabilities liability or obligations obligation 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 U.S. GAAP), except for immaterial liabilities or obligations and obligations, (i) incurred in the ordinary course of business consistent with past practice since December 31, 19982008, (ii) relating to payment or performance obligations under contracts that are either (1) disclosed in the Company Disclosure Schedule or (2) not required to be so disclosed by the terms of this Agreement (and including any of the foregoing types of contracts that are entered into or obtained after the date of this Agreement, as long as such action does not result in a breach of this Agreement) in accordance with the terms and conditions thereof which are not required by GAAP to be reflected on a regularly prepared balance sheet or (iii) incurred in connection with the performance by the Company of its obligations under this Agreement. (d) The Company has heretofore furnished or made available to BioSante complete and correct copies of all material amendments and modifications that have not been filed by the Company with the SEC to all Company Material Contracts (except for such amendments or modifications as would not affect the surviving provisions of such Company Material Contracts as in effect on the date of this Agreement). (e) The Company has timely filed all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to any Company SEC Report. (f) The records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company and its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive and non-direct ownership and control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 4.07(f). 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 designed to ensure that all material information concerning the Company and the Subsidiaries that is required to be disclosed in the Company’s SEC filings and other public disclosures 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. (g) The Company maintains a standard system of accounting, established and administered in accordance with GAAP. 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 authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (h) Since December 31, 2005, (i) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of 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, including any material complaint, allegation, assertion or claim that the Company or any Subsidiary has engaged in questionable accounting or auditing practices, (ii) 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 the Company Board or any committee thereof or to any director or officer of the Company, and (iii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof that could have a material effect on accounting or revenue recognition. (i) Except in response to any inquiries or interrogatories described in Section 4.07(j), to the knowledge of the Company, no employee of the Company or any Subsidiary is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law by the Company or any Subsidiary the outcome of which, as of the date of this Agreement, would, individually or in the aggregate, have a Company Material Adverse Effect. (j) The Company is not in receipt of any non-routine inquiries or interrogatories, whether in writing or, to the knowledge of the Company, otherwise or, to the knowledge of the Company, is not the subject of any investigation, audit, review or hearing by or in front of (A) the SEC or NASDAQ, with respect to any of the Company SEC Reports or any of the information contained therein, or (B) any other Governmental Authority, with respect to the conduct by the Company or any Subsidiary of its business or any aspect thereof the outcome of which is, as of the date of this Agreement, individually or in the aggregate, reasonably likely to be materially adverse to the Company and the Subsidiaries, taken as a whole.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and documents (including all exhibits) required to be filed by it (A) with the SEC since June 11July 10, 1998 2006 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities“SEC Reports”). Each Company Report The SEC Reports (i) was were prepared in all material respects in accordance with the requirements of the Securities ActAct of 1933, the Exchange Act or as amended, and the rules and regulations of promulgated thereunder (the NNM“Securities Act”) or the Exchange Act, as the case may be, be and (ii) did not at the time it was they were filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements As of the Exchange Act or required to file any form, report or other document with the SECdate hereof, the NNM, any other stock exchange or any other comparable Governmental EntityCompany is eligible to register securities on Form S-3 of the Securities Act. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act“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 fairlythe financial position, in all material respects, results of operations and cash flows of the consolidated financial position of Company and the consolidated Company Subsidiaries 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 immaterial year-end adjustmentsadjustments which individually or in the aggregate did not have, and would not reasonably be expected to have, a Material Adverse Effect). The 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) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported of June 30, 2009 included in the Company ReportsForm 10-Q for the quarterly period ended June 30, 2009, including the notes thereto, none of the Company or any Company Subsidiary has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP), except for immaterial liabilities or obligations incurred since June 30, 2009 that would not, individually or in the ordinary course aggregate, reasonably be expected to (A) prevent or materially delay consummation of business consistent 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 Material Adverse Effect. (d) The Company has previously made available to the Investor a complete and correct copy of any amendment or modification which has not yet been filed with past practice the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) 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 been threatened or in fact exists which would reasonably be expected to result in the institution of any such investigation. Written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since December 31July 10, 19982006 until the date hereof has been made available to the Investor. The audit committee of the Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has made available to the Investor true, complete and correct copies of such procedures. The Company has received no “complaints” (within the meaning of Exchange Act Rule 10A-3) 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 file any such complaint.

SEC Filings; Financial Statements. (a) Company has timely filed all formsAll statements, reports, statements schedules, forms and other documents required to be have been filed by it (A) the Company with the SEC since June 11January 1, 1998 2018 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 (collectivelyor, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the date hereof until of this Agreement, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of the Company SEC Reports complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or and the rules and regulations of the NNM, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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. Each material form, report, statement With respect to each annual report on Form 10-K and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, each quarterly report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be permitted by on Form 10-Q included in the Company SEC Reports, the principal executive officer and principal financial officer of the Company have made all certifications required by Rules 13a-14 and 15d-14 under the Exchange ActAct and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (each such required certification, a “Certification”), and the statements contained in each Certification are accurate and complete as of its date. For purposes of this Agreement, (A) applied on a consistent basis throughout “principal executive officer” and “principal financial officer” shall have the periods indicated (except as may be indicated meanings given to such terms in the notes thereto▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the term “file” and each presented fairlyvariations thereof, when used in all material respectsreference to the SEC, shall be broadly construed to include any manner in which any document or information is furnished, supplied or otherwise made available to the consolidated financial position SEC. As of the date of this Agreement, there are no unresolved written comments issued by the staff of the SEC with respect to any of the Company and SEC Reports. As of the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case date of unaudited statementsthis Agreement, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on Knowledge of the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes theretoCompany, none of the Company or any Company Subsidiary has any liabilities or obligations SEC Reports is the subject 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in ongoing review by the ordinary course of business consistent with past practice since December 31, 1998SEC.

SEC Filings; Financial Statements. (a) SOLS has filed and made available to the Company has timely filed all forms, reports, schedules, statements and other documents required to be filed by it (A) SOLS under the Exchange Act with the SEC since June 1130, 1998 2012 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSSOLS SEC Reports") and (B) with any other Governmental Entities). Each Company Report The SOLS SEC Reports (i) was prepared at the time filed, complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or and the rules and regulations of the NNM, as the case may bepromulgated thereunder, and (ii) with respect to any SOLS SEC Reports filed on or after June 30, 2012, did not at the time it was they were filed (oror if amended or superseded by a filing prior to the date of this Agreement, in then on the case date of registration statements filed under the Securities Act, at the time of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SOLS SEC Reports or necessary in order to make the statements made thereinin such SOLS SEC Reports, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) related notes), contained in the Company SOLS SEC Reports, including any SOLS SEC Reports filed after the date of this Agreement until the Closing, complied, as of its respective date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated (except as may be indicated in involved and fairly presented the notes thereto) and each presented fairly, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries SOLS as 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 immaterial year-end adjustments)adjustments which were not or are not expected to be material in amount. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company Between June 30, 2012 and the Company Subsidiaries date hereof, except as reported disclosed in the Company ReportsSOLS SEC Reports and other than as contemplated by this Agreement, including there has not been any change in the notes thereto, none business or operations of Company SOLS that has had or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that reasonably would be required expected to be reflected have a Material Adverse Effect on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998SOLS.

SEC Filings; Financial Statements. (a) Company has timely filed 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 (A) Company with the SEC since May 16, 2023 and to the Knowledge of the Company, between June 1130, 1998 2022 and May 16, 2023, (collectivelythe “Company SEC Documents”) have been filed or furnished with the SEC on a timely basis (subject to extensions pursuant to Exchange Act Rule 12b-25). As of their respective dates, together with any such formsor, reports, statements and documents Company may file subsequent if amended prior to the date hereof until of this Agreement, as of the Closing, date of (and giving effect to) the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report last such amendment: (i) was prepared each of the Company SEC Documents complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or and the rules and regulations of the NNM, S▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (ii) did not at the time it was no Company SEC Document contained when filed or furnished (orand, in the case of registration statements filed under and proxy statements, on the Securities Actdates of effectiveness and the dates of mailing, at the time of effectivenessrespectively) contain 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. Each material formThe 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, reportthe “Certifications”) were, statement as of their respective dates and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance respects, accurate and complete and complied as to form and content with the requirements of all applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental EntityLaws. (b) Each of the consolidated The financial statements (including, in each case, including any related notes theretoand schedules) contained or incorporated by reference in the Company Reports was SEC Documents (the “Company Financial Statements”): (i) complied as to form in all material respects with the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the SEC applicable thereto as in effect at the time of such filing; (ii) were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) 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 the consolidated Company its Subsidiaries as at of 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 immaterial year-end adjustmentsaudit adjustments that are not individually or in the aggregate material). No 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) Except Company’s auditor has at all times since the date of enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act), (ii) “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 Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (d) The Company has not received any comment letter from the SEC or the staff thereof or any correspondence from OTC or the staff thereof relating to the extent set forth delisting or reserved against maintenance of listing of the Company Common Stock on OTC. The Company has not disclosed any unresolved comments in the consolidated balance sheet Company SEC Documents. (e) There have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of 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 as reported 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 Reportswho 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 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 Company’s management as appropriate to allow timely decisions regarding required disclosure. The principal executive officer and the principal financial officer of 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). (i) (i) 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. (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 the notes theretoSections 13(k)(2) and (3), none of Company or any Company Subsidiary of its Subsidiaries has made or permitted to remain outstanding any liabilities “extensions of credit” (within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or obligations prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998Company.

SEC Filings; Financial Statements. (a) The Company has timely filed all registration statements, prospectuses, forms, reports, statements definitive proxy statements, schedules and documents required to be filed by it (A) with under the SEC Securities Act or the Exchange Act, as the case may be, since June 11January 1, 1998 2000 (collectively, together with any such formsthe "Company SEC Filings"). Each Company SEC Filing (i) as of its date, reportscomplied or, statements and documents Company may file if filed subsequent to the date hereof until the Closinghereof, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared will comply, in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (ii) did not at the time it was filed (not, or, in if filed subsequent to the case of registration statements filed under the Securities Actdate hereof, will not, at the time of effectiveness) 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 the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was SEC Filings was, or will be, prepared in all material respects in accordance with U.S. GAAP applied (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 fairlypresented, in all material respectsor will present, fairly the consolidated financial position position, results of operations and cash flows of the Company and the consolidated Company 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 and recurring immaterial year-end adjustmentsadjustments which did not and would not, individually or in the aggregate, have a Company Material Adverse Effect). The books and records of the Company and the Company Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and all other applicable legal and accounting requirements. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the consolidated Company Subsidiaries as reported of December 31, 2001 included in the Company ReportsCompany's Form 10-K for the year ended December 31, 2001, including the notes theretothereto (the "Company Form 10-K"), none of neither the Company or nor any consolidated Company Subsidiary has 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 U.S. GAAP, except for immaterial (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 19982001 and (ii) liabilities and obligations incurred in connection with this Agreement and the transactions contemplated hereby that would not, individually or in the aggregate have a Company Material Adverse Effect. (d) The Company had as of October 31, 2002, a balance of cash, cash equivalents, short-term and long-term investments, calculated in accordance with GAAP, totaling not less than $58,531,535.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished (as applicable) all forms, reports, statements statements, schedules and other documents required to be filed or furnished by it (A) with the SEC since June 11January 1, 1998 2010 (collectively, together with any such the forms, reports, statements statements, schedules and other documents Company may file filed with the SEC since January 1, 2010 and those filed subsequent to the date hereof until the Closinghereof, including any amendments thereto, collectively, the "COMPANY REPORTS") and (B) with any other Governmental Entities“Company SEC Reports”). Each The Company Report SEC Reports (i) was prepared at the time they were filed or furnished and, if amended, as of the date of such amendment, complied in all material respects in accordance with the all applicable requirements of the Securities Act or the Exchange Act, applicable accounting standards and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or of 2002 (as amended and including the rules and regulations of promulgated thereunder), and any rules and regulations promulgated thereunder applicable to the NNM, as the case may beCompany SEC Reports, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, or furnished and, if amended, as of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (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 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 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 assets of the Company that could have a material effect on its financial statements. (c) Each of the consolidated financial statements included in or incorporated by reference into the Company SEC Reports (includingincluding the related notes and schedules) complies as to form in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto and fairly presents, or, in each casethe case of Company SEC Reports filed after the date hereof, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be 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 fairlywill fairly present, in all material respects, the consolidated financial position of the Company and the consolidated Company its Subsidiaries as at of its date and the respective dates thereof results of operations, changes in shareholders’ equity and cash flows, as the case may be, of the 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 immaterial year-end audit adjustments, none of which has had or will have a Company Material Adverse Effect, in each case in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q and related rules of the SEC). (cd) Except The Company has implemented disclosure controls and procedures (as and defined in Rule 13a-15(e) of the Exchange Act) that are reasonably designed to ensure that all information relating to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company its Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected included in reports filed or submitted under the Exchange Act is made known on a balance sheet timely basis to its chief executive officer and chief financial officer or in notes thereto prepared in accordance with U.S. GAAPother persons performing similar functions. Neither the Company, except for immaterial liabilities nor, to the Company’s Knowledge, its independent registered public accounting firm has identified or obligations incurred been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the ordinary course design or operation of business consistent 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) The Company is in compliance, in all material respects, with past practice since December 31the applicable listing and corporate governance rules and regulations of the NYSE, 1998subject 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) The Company has timely filed delivered or made available to Parent accurate and complete copies of all formsregistration statements, proxy statements and other statements, reports, statements schedules, forms and other documents required to be filed by it (A) the Company with the SEC since June 11July 14, 1998 1999, and all amendments thereto (collectivelythe "Company SEC Documents"), together with any such formsas well as the Unaudited Interim Financial Statements. All statements, reports, statements schedules, forms and other documents required to have been filed by the Company may with the SEC since such date have been so filed on a timely basis. None of the Company's Subsidiaries is required to file subsequent 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 hereof until of this Agreement, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of the Company SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act or the rules and regulations of the NNM, (as the case may be, ); and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained in the Company Reports was SEC 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 material respects with the published rules and regulations of the SEC applicable thereto (other than the Unaudited Interim Financial Statements); (ii) were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) 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 consolidated to such financial position of Company and the consolidated Company Subsidiaries 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 immaterial year-end adjustmentsadjustments that will not, individually or in the aggregate, be material in amount under GAAP). , and (ciii) Except as and to the extent set forth or reserved against on fairly present the consolidated balance sheet financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company Subsidiaries as reported in and its consolidated subsidiaries for the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998periods covered thereby.

SEC Filings; Financial Statements. (a) Company FIRST BANKING has timely filed all forms, reports, statements and documents made available to WAYN▇ ▇▇▇ SEC Documents required to be filed by it FIRST BANKING since December 31, 1995 (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSFIRST BANKING SEC Reports") and (B) with any other Governmental Entities). Each Company Report The FIRST BANKING SEC Reports (i) was prepared at the time filed complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or the rules Laws and regulations of the NNM, as the case may be, other applicable Laws and (ii) did not not, at the time it was they were filed (or, in if amended or superseded by a filing prior to the case date of registration statements filed under this Agreement, then on the Securities Act, at the time date of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such FIRST BANKING SEC Reports or necessary in order to make the statements made thereinin such FIRST BANKING SEC Reports, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company FIRST BANKING Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental EntitySEC Documents. (b) Each of the consolidated financial statements FIRST BANKING Financial Statements (including, in each case, any notes theretorelated notes) contained in the Company FIRST BANKING SEC Reports, including any FIRST BANKING SEC Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and each fairly presented fairly, in all material respects, respects the consolidated financial position of Company FIRST BANKING and the consolidated Company its Subsidiaries as at the respective dates thereof and the consolidated results of 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 immaterial year-end adjustments). (c) Except as and to the extent set forth adjustments which were not or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required are not expected to be reflected on a balance sheet material in amount or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998effect.

SEC Filings; Financial Statements. (a) The Company has timely filed all registration statements, prospectuses, forms, reports, statements definitive proxy statements, schedules and documents required to be filed by it (A) with under the SEC Securities Act or the Exchange Act, as the case may be, since June 11December 31, 1998 2001 (collectively, together with any such formsthe “Company SEC Filings”). Each Company SEC Filing (i) as of the time it was filed, reportscomplied or, statements and documents Company may file if filed subsequent to the date hereof until the Closinghereof, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared will comply, in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (ii) did not not, at the time it was filed (filed, or, in if filed subsequent to the case of registration statements filed under the Securities Actdate hereof, at the time of effectiveness) 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 or will be made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was SEC Filings was, or will be, prepared in accordance with U.S. GAAP applied (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 fairlypresented, in all material respectsor will present, fairly the consolidated financial position position, results of operations and cash flows of the Company and the consolidated Subsidiaries of the Company 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 and recurring immaterial year-end adjustmentsadjustments which did not and would not, individually or in the aggregate, have a Material Adverse Effect). The books and records of the Company and each of its Subsidiaries have been, and are being, maintained in accordance with applicable material legal and accounting requirements, except for such failures as would not, individually or in the aggregate, have a Material Adverse Effect. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the Company its consolidated Subsidiaries as reported of December 31, 2004 included in the 2004 Form 10-K (the “Company Reports, including the notes theretoBalance Sheet”), none of the Company or any Company Subsidiary of its consolidated Subsidiaries has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 19982004 that would not, individually or in the aggregate, have a Material Adverse Effect. (d) Each required form, report and document containing financial statements that the Company has filed with or furnished to the SEC since July 31, 2002 was accompanied by the certifications required to be filed or furnished by the Company’s Chief Executive Officer and Chief Financial Officer pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated under such Act or the Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and at the time of filing or submission of each such certification, such certification (i) was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, (ii) did not contain any qualifications or exceptions to the matters certified therein, except as otherwise permitted under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (iii) has not been modified or withdrawn. As of the date of this Agreement, neither the Company nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, content, form or manner of filing or furnishing of such certifications. The Company’s disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the Exchange Act) effectively enable the Company to comply with, and the appropriate officers of the Company to make all certifications required under, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market.

SEC Filings; Financial Statements. (a) Company Parent has timely filed all registration statements, prospectuses, forms, reports, statements definitive proxy statements, schedules and documents required to be filed by it (A) with under the SEC Securities Act or the Exchange Act, as the case may be, since June 11December 31, 1998 2003 (collectively, together with any such formsthe “Parent SEC Filings”). Each Parent SEC Filing (i) as of the time it was filed, reportscomplied or, statements and documents Company may file if filed subsequent to the date hereof until the Closinghereof, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared will comply, in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (ii) did not not, at the time it was filed (filed, or, in if filed subsequent to the case of registration statements filed under the Securities Actdate hereof, at the time of effectiveness) 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 or will be made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was Parent SEC Filings was, or will be, prepared in accordance with U.S. GAAP applied (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 fairlypresented, in all material respectsor will present, fairly the consolidated financial position position, results of Company operations and cash flows of Parent and the consolidated Company Subsidiaries of Parent 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 and recurring immaterial year-end adjustmentsadjustments which did not and would not, individually or in the aggregate, have a Material Adverse Effect). The books and records of Parent and each of its Subsidiaries have been, and are being, maintained in accordance with applicable material legal and accounting requirements, except for such failures as would not, individually or in the aggregate, have a Material Adverse Effect. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company Parent and the Company its consolidated Subsidiaries as reported in of December 31, 2004 (the Company Reports, including the notes thereto“Parent Balance Sheet”), none of Company or Parent nor any Company Subsidiary of its consolidated Subsidiaries has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 19982004 that would not, individually or in the aggregate, have a Material Adverse Effect. (d) Each required form, report and document containing financial statements that Parent has filed with or furnished to the SEC since December 31, 2003 was accompanied by the certifications required to be filed or furnished by Parent’s Chief Executive Officer and Chief Financial Officer pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and at the time of filing or submission of each such certification, such certification (i) was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, (ii) did not contain any qualifications or exceptions to the matters certified therein, except as otherwise permitted under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (iii) has not been modified or withdrawn. As of the date of this Agreement, neither Parent nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, content, form or manner of filing or furnishing of such certifications. Parent’s disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the Exchange Act) effectively enable Parent to comply with, and the appropriate officers of Parent to make all certifications required under, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements and other documents (including all exhibits, annexes, supplements and amendments to such documents) required to be filed by it (A) with under the SEC Exchange Act and the Securities Act since June 11January 1, 1998 (collectively, together with including any such forms, reports, statements and documents Company may file filed subsequent to the date hereof until the Closingof this Agreement, the "COMPANY REPORTSCompany SEC Reports") and the Company has made available to the Merger Sub each Company SEC Report filed with the Securities and Exchange Commission (B) with the "SEC"). The Company SEC Reports, including any other Governmental Entities. Each Company Report financial statements or schedules included or incorporated by reference, (i) was prepared comply in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations Securities Act of 1933, as amended (the NNM"Securities Act") or both, as the case may be, applicable to those Company SEC Reports and (ii) did not at the time it was they were filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 thereinin those Company SEC Reports, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any form, report or other document documents with the SEC, the NNM, SEC or any other stock national securities exchange or any other quotation service or comparable Governmental Entity. (b) Each of the consolidated financial statements (including, balance sheets included in each case, any notes thereto) contained in or incorporated by reference into the Company SEC Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under including the Exchange Actrelated notes and schedules) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented fairlyor will fairly present, in all material respects, the consolidated financial position of the Company or a Company Subsidiary as the case may be, as of the dates set forth in those consolidated balance sheets. Each of the consolidated statements of income and of cash flows included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules), fairly presented or will fairly present, in all material respects, the consolidated results of operations and cash flows, as the case may be, of the Company and the consolidated Company Subsidiaries (or of any Company Subsidiary, as at the respective dates thereof and case may be) for the respective periods indicated therein, except as otherwise noted therein set forth in those consolidated statements of income and of cash flows (subject, in the case of unaudited quarterly statements, to notes and normal and recurring immaterial year-end adjustmentsaudit adjustments that will not be material in amount or effect), in each case in conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied throughout the periods indicated. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the consolidated Company Subsidiaries as reported in the Company Reportsof December 25, 1998, including the notes theretorelated notes, none of neither the Company or nor any Company Subsidiary has 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 the related notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 3125, 1998, that, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Material Adverse Effect on the Company.

SEC Filings; Financial Statements. (a) The Company and, to the extent applicable, each of its then or current subsidiaries, has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC Securities and Exchange Commission (the "SEC") since June 11January 1, 1998 1999 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY SEC REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared ), each of which has complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or and the rules and regulations promulgated thereunder, or the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. None of the NNMsuch Company SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) contained, as the case may bewhen filed, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain 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. Each material form, report, statement and document referred Except to in clause (B) of this paragraph was prepared in all material respects in accordance the extent revised or superseded by a subsequent filing with the requirements of applicable Law. No Company Subsidiary is subject SEC made prior to the periodic reporting requirements date hereof (a copy of which has been provided or made available to Parent), none of the Exchange Act 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 file any formbe stated or incorporated by reference therein or necessary in order to make the statements therein, report or other document with in the SEClight of the circumstances under which they were made, the NNM, any other stock exchange or any other comparable Governmental Entitynot misleading. (b) Each of the unaudited consolidated financial statements of the Company and its subsidiaries (including, in each case, including any audited and related notes thereto) contained included in the Company Reports was SEC 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 with respect thereto, has been or, if not yet filed, will have been prepared in accordance with U.S. GAAP generally accepted accounting principles (except except, in the case of unaudited consolidated quarterly statements, as may be permitted by Form 10-Q under of the Exchange ActSEC) 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 its subsidiaries at the respective date thereof and the consolidated Company Subsidiaries as at the respective dates thereof 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 immaterial year-end audit adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the Company Subsidiaries as reported in the Company Reportsits subsidiaries at June 30, 2000, including the notes thereto, none 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 Company or any Company Subsidiary its subsidiaries has 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 U.S. GAAP), except for immaterial liabilities or obligations incurred in the ordinary course of business consistent since June 30, 2000 which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with past practice since December 31the SEC to agreements, 1998documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

SEC Filings; Financial Statements. (a) The Company has timely filed or furnished, as the case may be, all forms, reports, statements reports and documents required to be filed or furnished by it (A) with the SEC Securities and Exchange Commission (the “SEC”) since June 11January 31, 1998 2004 (collectively, together with any such forms, reportsreports and other documents, statements and documents Company may file subsequent to the date hereof until the Closingcollectively, the "COMPANY REPORTS") and (B) with any other Governmental Entities“Company SEC Reports”). Each The Company Report SEC Reports (i) was were prepared in accordance in all material respects in accordance with either the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and the rules and regulations promulgated thereunder and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, or, if amended or supplemented, as of effectiveness) 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. Each material form, report, statement and document referred There are no outstanding comment letters or requests for information from the SEC with respect to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Lawany Company SEC Report. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act“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 position, results of operations and cash flows of the Company and the 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 statements, to normal and recurring immaterial year-end adjustments)therein. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and Neither the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or nor any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on reflected, reserved for or disclosed in a consolidated balance sheet or in of the Company and its consolidated Subsidiaries, including the notes thereto thereto, prepared as of the date of this Agreement in accordance with U.S. GAAPGAAP and consistent with the consolidated balance sheet of the Company and the consolidated Subsidiaries as at January 31, 2006, including the notes thereto (the “Latest Balance Sheet”), except for immaterial (i) liabilities and obligations that are reflected, reserved for or disclosed in the Latest Balance Sheet or in the consolidated balance sheet of the Company and the consolidated Subsidiaries as at October 31, 2006, including the notes thereto, (ii) liabilities and obligations that are incurred in the ordinary course of business consistent with past practice since December January 31, 19982006, (iii) liabilities and obligations that have not had, or which would not reasonably be expected to have either individually or in the aggregate a Company Material Adverse Effect, or (iv) as set forth in Section 3.7(c) of the Company Disclosure Schedule. (d) The Company has timely filed all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ 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 designed to ensure and 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. As used in this Section 3.7, 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. (e) The Company has disclosed, based on prior evaluations of such disclosure controls and procedures prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (ii) 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 made available to Parent a summary of any such disclosure by management to the Company’s auditors and audit committee since the Latest Balance Sheet. (f) The Company has never incurred and does not reasonably expect to incur a charge to earnings due to the failure to report in the appropriate fiscal period the expense related to the issuance of a stock option with an exercise price lower than the fair market value of the underlying stock at the date of grant. The Company does not have any program or practice in place to (i) time stock option grants to employees or directors with the release of material non-public information in a manner intended to improperly favor employees or directors or (ii) set the exercise prices in coordination with such release in a manner intended to improperly favor employees or directors.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and documents required to be filed by it (A) with the SEC since June 11January 1, 1999, including its (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1999 and December 31, 1998 respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1999, and (iii) all other reports or registration statements filed by the Company with the SEC since January 1, 1999 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSSEC Reports") and (B) with any other Governmental Entities). Each Company Report The SEC Reports (i) was were prepared in accordance in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act or the rules and regulations of the NNMAct, as the case may be, and (ii) did not at the time it was they were filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements None of the Exchange Act or Subsidiaries is required to file any form, report statements or other document reports with the SEC, SEC pursuant to Sections 13(a) or 15(d) of the NNM, any other stock exchange or any other comparable Governmental EntityExchange Act. (b) Each of the The consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles 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, fairly present the consolidated financial position of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and the consolidated results of operations and changes in financial position of the Company and the Subsidiaries 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 immaterial year-end adjustmentsadjustments (which in the aggregate are not material in amount). (c) Except as and (i) set forth in Schedule 4.5(c), (ii) disclosed in any SEC Report filed prior to the extent set forth date of this Agreement or reserved against on (iii) incurred in the consolidated balance sheet ordinary course of Company business consistent with past practice, and except for obligations incurred in connection with the transactions contemplated by this Agreement, or the Company Subsidiaries as reported in Stock Option Agreement, neither the Company Reports, including nor any of the notes thereto, none of Company or any Company Subsidiary Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet which, individually or in notes thereto prepared in accordance with U.S. GAAPthe aggregate, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998would have a Material Adverse Effect.

SEC Filings; Financial Statements. (ai) Except as disclosed in Company SEC Reports (as defined below) or as set forth in Section 3.7(a) of the Disclosure Letter, the Company has timely filed all forms, reports, schedules, statements and other documents required to be filed by it (A) the Company with the SEC since June 11January 1, 1998 (collectively, together with any 2004 under the Exchange Act or the Securities Act. All such required forms, reports, statements reports and documents (including those that the Company may file subsequent to the date hereof until the Closingdate of first acceptance of the Shares) filed since January 1, 2004 are referred to herein as the "Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing), except as otherwise disclosed in such Company SEC Reports, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report SEC Reports (i) was prepared as amended to date complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the Exchange case may be, the Sarbanes-Oxley Act or of 2002 and the rules and regulations of the NNM, as the case may beSEC t▇▇▇▇▇▇▇▇▇ ▇▇▇▇icable to such Company SEC Reports, and (ii) did not at the time it was they were filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (bii) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports as amended to date (the "Financial Statements"), including each Company SEC Report filed after the date hereof until the Closing, (i) was prepared from, is in accordance with U.S. and accurately reflects in all material respects, the Company's books and records as of the times and for the periods referred to therein, (ii) complied in all material respects with the published rules and regulations of the SEC with respect thereto, (iii) was prepared, in all material respects, in accordance with GAAP (except as may be permitted by Form 10-Q under the Exchange Act) 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 interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act), (iv) and each presented fairlyfairly presented, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and the consolidated results of the Company's 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 may not contain footnotes and were or are subject to normal and recurring immaterial year-end adjustments), and (v) was prepared in all material respects from and in accordance with the Company's books and records. (ciii) The Company has heretofore made available to Purchaser a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (iv) Section 3.7(d) of the Disclosure Letter sets forth a complete list of all effective registration statements filed on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Securities Act on which there remain unsold securities. (v) Except as and to provided in Section 3.7(e) of the extent set forth Disclosure Letter, the Financial Statements for the periods beginning January 1, 2006 do not contain any material item of non-recurring revenue or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in expense outside the ordinary course of business consistent business. (vi) Except as provided in Section 3.7(f) of the Disclosure Letter, the Company maintains account records which fairly and validly reflect its transactions that are material, individually or in the aggregate, for purposes of financial statement preparation as agreed to by the Company and its auditors, and maintains accounting controls sufficient to provide reasonable assurances that such material transactions are (i) executed in accordance with past practice since December 31management's general or specific authorization and (ii) recorded as necessary to permit the preparation of financial statements in conformity with GAAP. Except for items disclosed in the Company SEC Reports: (i) the Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 promulgated under the Exchange Act) designed to ensure that material information relating to the Company is made known to the Chief Executive Officer and Chief Financial Officer; (ii) to the Knowledge of the Company, 1998there are no significant deficiencies or material weaknesses in the design or operation of the Company's internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data, it being understood that the Company has not for the previous two fiscal years, nor the current fiscal year, performed tests, followed procedures or audited its internal controls, under Section 404 of the Sarbanes-Oxley Act of 2002, and (iii) to the Knowledge of the Company, ▇▇▇▇▇ ▇▇ ▇▇ fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls.

SEC Filings; Financial Statements. (a) The Company has timely filed or otherwise transmitted all forms, reports, statements, schedules, registration statements and other documents required to be filed by it (A) with the SEC since June 11December 31, 1998 2002 (collectively, together with any such forms, reports, statements, schedules, registration statements and other documents Company may file subsequent to the date hereof until the Closingbeing collectively, the "COMPANY REPORTSSEC Reports") and (B) with any other Governmental Entities). Each Company SEC Report (i) at the time it was filed or, if amended, as of the date of such amendment, complied in all material respects and was prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange 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 it was filed (filed, or, in if amended, as of the case date of registration statements filed under the Securities Actsuch amendment, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act"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 position, results of operations and cash flows of the Company and the its consolidated Company 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 immaterial yearperiod-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the Company consolidated Subsidiaries as reported in the Company Reportsof December 31, 2004, including the notes theretothereto (the "Balance Sheet"), none of neither the Company or nor any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) ), in each case that would be is required by GAAP to be reflected on set forth in a consolidated balance sheet of the Company or disclosed in the notes thereto prepared in accordance with U.S. GAAPthereto, except for immaterial liabilities or and obligations (including purchasing obligations) (i) incurred in the ordinary course of business consistent with past practice since December 31, 19982004, or (ii) that would not be material to the Company and its Subsidiaries taken as a whole. (d) 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 provide rea▇▇▇▇▇▇▇ ▇▇▇▇▇▇nce 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 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, auditor, accountant or representative of 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 the Company Board or any committee thereof or to any director or officer of the Company. Since December 31, 2002, there have been no internal investigations regarding accounting or financial reporting discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.

SEC Filings; Financial Statements. (a) Company Except as set forth on Section 4.6(a) of the VINE Disclosure Schedule, since January 1, 2023, VINE has filed or furnished, as applicable, on a timely filed basis all material forms, reportsstatements, statements certifications, reports and documents required to be filed or furnished by it (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, under the Exchange Act or the rules and regulations Securities Act (the “VINE SEC Documents”). As of the NNMtime it was filed with the SEC (or, if amended or superseded by a filing before the Signing Date, then on the date of such filing), each of the VINE SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be, ) and (ii) did not at as of the time it was filed (orthey were filed, in none of the case of registration statements filed under the Securities Act, at the time of effectiveness) contain VINE 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 thereinstatements, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement The certifications and document referred to in clause statements required by (Bi) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the VINE 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 shall be broadly construed to include any manner in which a document or required information is furnished, supplied or otherwise made available to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was VINE SEC Documents: (i) complied as to form in all material respects with the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the SEC applicable, (ii) were prepared in accordance with U.S. GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q under of the Exchange ActSEC, 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 throughout the periods indicated and (except as may be indicated in the notes theretoiii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries VINE as at of the respective dates thereof and the results of operations and cash flows of VINE for the respective periods indicated therein, except covered. Other than as otherwise noted therein (subject, expressly disclosed in the case VINE SEC Documents filed before the Signing Date, there has been no material change in VINE’s accounting methods or principles that would be required to be disclosed in VINE’s financial statements in accordance with GAAP. The books of unaudited statements, to normal account and recurring immaterial year-end adjustments)other financial records of VINE and each of its Subsidiaries are true and complete in all material respects. (c) Except as set forth on Section 4.6(c) of the VINE Disclosure Schedule, VINE maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance (i) that VINE maintains records that in reasonable detail accurately and fairly reflect VINE’s transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the VINE Board and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of VINE’s assets that could have a material effect on VINE’s financial statements. VINE has evaluated the effectiveness of VINE’s internal control over financial reporting and, to the extent set forth required by applicable Law, presented in any applicable VINE SEC Document that is a report on Form 10-K or reserved against Form 10-Q (or any amendment) 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 the consolidated balance sheet of Company such evaluation. VINE has disclosed to VINE’s auditors and the audit committee of the VINE Board (and made available to the Company Subsidiaries as reported a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the Company Reportsdesign or operation of internal control over financial reporting that are reasonably likely to adversely affect ▇▇▇▇’s ability to record, including the notes theretoprocess, none of Company summarize and report financial information and (B) any fraud, whether or any Company Subsidiary has any liabilities not material, that involves management or obligations of any nature (whether accrued, absolute, contingent other employees who have a significant role in VINE’s or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred its Subsidiaries’ internal control over financial reporting. Except as disclosed in the ordinary course VINE SEC Documents filed before the Signing Date, VINE’s internal control over financial reporting is effective and VINE has not identified any material weaknesses in the design or operation of business consistent with past practice since December 31, 1998VINE’s internal control over financial reporting.

SEC Filings; Financial Statements. (a) Company Mutual has timely filed and made available to UPC all forms, reports, statements and documents required to be filed by it (A) Mutual with the SEC since June 1130, 1998 1995 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSMutual SEC Reports") and (B) with any other Governmental Entities). Each Company Report The Mutual SEC Reports (i) was prepared at the time filed, complied in all material Material respects in accordance with the applicable requirements of the Securities 1933 Act and the 1934 Act, the Exchange Act or the rules and regulations of the NNM, as the case may be, and (ii) did not at the time it was they were filed (oror if amended or superseded by a filing prior to the date of this Agreement, in then on the case date of registration statements filed under the Securities Act, at the time of effectivenesssuch latter filing) contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated therein in such Mutual SEC Reports or necessary in order to make the statements made thereinin such Mutual SEC Reports, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) None of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary Mutual's Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or required to file any formforms, report reports, or other document documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements Mutual Financial Statements (including, in each case, any notes theretorelated notes) contained in the Company Mutual SEC Reports, including any Mutual SEC Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all Material respects with the applicable published rules and regulations of the SEC with respect thereto, was prepared or will be prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and each presented fairlyto such financial statements, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subjector, in the case of unaudited statements, to normal as permitted by Form 10-Q of the SEC), and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth fairly presented or reserved against on will fairly present in all Material respects the consolidated balance sheet financial position of Company Mutual and the Company its Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.as

SEC Filings; Financial Statements. (a) Company has timely filed all formsAll statements, reports, statements schedules, forms and other documents required to be have been filed by it (A) BEA with the SEC since June 11have been so filed. As of the time it was filed with the SEC (or, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent if amended or superseded by a filing prior to the date hereof until of this Agreement, then on the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report date of such filing): (i) was prepared each of such documents complied in all material respects in accordance with the applicable requirements of the Securities Act, Act or the Exchange Act or the rules and regulations of the NNM, (as the case may be, ); and (ii) did not at the time it was filed (or, in the case none of registration statements filed under the Securities Act, at the time of effectiveness) contain such 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 material form, report, statement and document referred The consolidated financial statements contained in such documents: (i) complied as to in clause (B) of this paragraph was prepared form in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements published rules and regulations of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. SEC applicable thereto; (bii) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes theretoto such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and reoccurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) and each presented fairlyfairly present, in all material respects, the consolidated financial position position, in all material respect of Company BEA and its subsidiaries as of the respective dates hereof and the consolidated Company Subsidiaries as at the respective dates thereof results of operations of BEA and its subsidiaries for the respective periods indicated thereincovered thereby. To the knowledge of senior management of BEA, no material adverse change in BEA's business or financial condition, taken as a whole, has occurred since its most recently filed Form 10- Q, except (i) as otherwise noted therein disclosed in any document referred to above filed or amended after the date of such Form 10-Q, (subjectii) as disclosed to Vendor's Representative, or (iii) for any changes in the case economy in general (or in the overall industry in which BEA operates) or in any stock market or trading system (including, without limitation, any change in the value of unaudited statements, to normal and recurring immaterial year-end adjustmentsany trading indices with respect thereto). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (a) The Company has timely --------------------------------- filed all forms, reports, statements reports and documents required to be filed by it (A) with the SEC since June 1129, 1998 1999. Without limiting the generality of the foregoing, the Company has filed: (collectivelyi) its Annual Report on Form 10-K for the fiscal years ended September 30, together with any such 1999 and 2000, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended December 31, 2000 and ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since June 29, 1999 and (iv) all current reports filed on Form 8-K (the forms, reportsreports and other documents referred to in clauses (i), statements (ii), (iii) and documents Company may file subsequent to the date hereof until the Closing(iv) above (including any exhibits, annexes and any amendments thereto) being, collectively, the "COMPANY REPORTSSEC Reports") and (B) with any other Governmental Entities). Each Company Report The SEC Reports (i) was were ----------- prepared in all material respects in accordance with the requirements of either the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act or the rules and regulations of the NNM-------------- Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not at the time it was filed (or, A) in the case of registration statements SEC Reports filed under pursuant to the Securities Act, did not, at the time they were filed, or, if amended, as of effectiveness) the date of and giving effect to such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading and (B) in the case of SEC Reports filed pursuant to the Exchange Act, did not, as of the respective dates filed with the SEC or first mailed to stockholders, as applicable, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or Company is required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (i) was prepared in all material respects in accordance with United States generally accepted accounting principles ("U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange ActGAAP") applied on a --------- consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) complies as to form in all material respects with the applicable rules and each presented fairlyregulations of the SEC with respect thereto and (iii) fairly presents, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and the its consolidated Company Subsidiaries 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 immaterial year-end adjustments)therein. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the Company consolidated Subsidiaries as reported in the Company Reportsat September 30, 2000, including the notes theretothereto (the "2000 Balance Sheet") or as specifically ------------------ disclosed in SEC Reports filed since September 30, none 2000, and prior to the date of this Agreement, neither the Company or nor any Company Subsidiary has incurred any liabilities liability, debt, obligation or obligations claim 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 U.S. GAAP), except for immaterial (i) liabilities or and obligations incurred in the ordinary course of business consistent with past practice since December 31September 30, 19982000 and (ii) liabilities or obligations which would not, individually or in the aggregate, have a Material Adverse Effect. (d) The Company has heretofore 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 agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Filings; Financial Statements. (a) The Company has timely filed all reports, schedules, forms, reports, statements and other documents required to be filed by it the Company under the Securities Act of 1933, as amended (Athe “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since January 1, 2010 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Filings”) with on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Filing prior to the expiration of any such extension. As of their respective dates, the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared Filings complied in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, the Exchange Act or the rules as applicable, and regulations none of the NNMSEC Filings, as the case may bewhen filed, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to Some matters discussed in clause (Bthe SEC Filings may be considered “forward looking” statements within the meaning of Section 27(a) of the Securities Act and Section 21(e) of the Exchange Act, which statements each Class B Purchaser acknowledges and agrees are not guarantees of future performance and involve a number of risks and uncertainties, and with respect to which the Company makes no representations or warranties; provided that, to the extent that any forward looking statement is determined by a court in a non-appealable decision to be misleading or made in bad faith in an action filed by a third party, the Company will not be able to rely on this paragraph was prepared acknowledgement in any action by any Class B Purchaser or the Class A Purchaser. The financial statements of the Company included in the SEC Filings comply in all material respects in accordance with applicable accounting requirements and the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements rules and regulations of the U.S. Securities Exchange Act or required to file any form, report or other document Commission (the “SEC”) with respect thereto as in effect at the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each time of the consolidated filing. Such financial statements (including, in each case, any notes thereto) contained in the Company Reports was were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) United States generally accepted accounting principles applied on a consistent basis throughout during the periods indicated involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto) thereto and each presented fairlyexcept that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the consolidated Company Subsidiaries as at the respective dates thereof and the results of operations and cash flows for the respective periods indicated thereinthen ended, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial customary year-end audit adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (ai) The Company has timely filed all forms, reports, statements schedules, and documents required to be filed by it (A) with the SEC since September 20, 2012, including (i) its annual report on Form 20-F for the fiscal year ended December 31, 2012 (the “Annual Report”), (ii) its quarterly earnings release dated August 28, 2013 for the quarter ended June 1130, 1998 2013 and (collectively, together with any such iii) all other forms, reports, schedules, registration statements and other documents required to be filed by the company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, filed by the Company may file subsequent with the SEC since September 20, 2012 (the forms, reports, schedules, and other documents referred to the date hereof until the Closingin clauses (i), the "COMPANY REPORTS"(ii) and (Biii) with any other Governmental Entitiesabove being, collectively, the “SEC Reports”). Each Company Report The SEC Reports (i) was prepared complied as to form in all material respects in accordance with the requirements of the Securities Act, Act and the Exchange Act or and the rules and regulations of the NNM, as the case may bepromulgated thereunder, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time they were filed, or, if amended, as of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (bii) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act“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 all material respects, the consolidated financial position position, results of operations and cash flows of the Company and the 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 statements, to normal and recurring immaterial year-end adjustmentsadjustments which would not have had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; however, a Material Adverse Effect will not be deemed to have taken place if such adjustments result from (v) changes in the trading price of the Company’s ADSs, (w) the public disclosure of the transactions contemplated hereby in accordance with the terms of this Agreement, (x) changes in generally accepted accounting principles that are generally applicable to comparable companies, (y) changes in economic and market conditions in general or in the industry in which the Company operates, and (z) effects or changes relating to the Company’s share based compensation expenses). (ciii) Except as and to the extent set forth or reserved against on the audited consolidated balance sheet of the Company and the Company consolidated Subsidiaries as reported in the Company Reportsat June 30, 2013, including the notes theretothereto (the “Balance Sheet”), none of neither the Company or nor any Company Subsidiary has any liabilities liability or obligations obligation 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 disclosed in accordance with U.S. GAAP, except for immaterial liabilities or obligations and obligations, incurred in the ordinary course of business consistent with past practice since December 31June 30, 19982013, which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. However, a Material Adverse Effect will not be deemed to have taken place if such liability or obligation results from (v) changes in the trading price of the Company’s ADSs, (w) the public disclosure of the transactions contemplated hereby in accordance with the terms of this Agreement, (x) changes in generally accepted accounting principles that are generally applicable to comparable companies, (y) changes in economic and market conditions in general or in the industry in which the Company operates, and (z) effects or changes relating to the Company’s share based compensation expenses. None of the Company or its Subsidiaries is a party to any contract or any commitment providing for an interest rate, currency or commodity swap, derivative, forward purchase or sale or other transaction similar in nature or effect or involving any off-balance sheet financing.

SEC Filings; Financial Statements. (a) Company B has timely filed or furnished all forms, reports, statements reports and documents required to be filed or furnished by it with or to the Securities and Exchange Commission (Athe "SEC") with the SEC since June 11December 31, 1998 2000 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSB SEC Reports") and (B) with any other Governmental Entities). Each Company Report The B SEC Reports, as of their respective dates, (i) was prepared complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (ii) did not at the time it was they were filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements of B (including, in each case, any notes thereto) contained in the Company B SEC Reports complies with all applicable requirements of the SEC and was prepared in accordance with U.S. GAAP generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act"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 and results of Company and the consolidated Company Subsidiaries 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 immaterial year-end adjustmentsaudit adjustments which were not and are not expected, individually or in the aggregate, to have a B Material Adverse Effect). (c) Except as and to the extent set forth B has no known liability or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent contingent, or otherwise) that would be 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 reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in disclosed pursuant to Items 402 and 404 of Regulation S-K under the ordinary course of business consistent with past practice Exchange Act since December 31, 19982000. (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) Company Stratos has timely filed and made available to Tsunami all forms, reports, statements reports and documents required to be filed by it (A) Stratos with the SEC since June 11April 30, 1998 2001, other than registration statements on Form S-8 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSStratos SEC Reports") and (B) with any other Governmental Entities). Each Company Report of the Stratos SEC Reports: (i) at the time it was prepared filed, complied in all material respects in accordance with the applicable requirements of the Securities Act, Act and the Securities Exchange Act or of 1934, as amended (the rules and regulations of the NNM"Exchange Act"), as the case may be, and (ii) did not at the time it was filed (oror if amended or superseded by a filing prior to the date of this Agreement, in then on the case date of registration statements filed under the Securities Act, at the time of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Stratos SEC Report or necessary in order to make the statements made thereinin such Stratos SEC Report, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes theretorelated notes) contained in the Company Stratos SEC Reports, including any Stratos SEC Reports filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated involved (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 promulgated by the SEC) and each presented fairly or will present fairly, in all material respects, the consolidated financial position of Company Stratos and its Subsidiaries as of the respective dates, and the consolidated Company Subsidiaries as at the respective dates thereof 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 immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (a) The Company has timely filed all registration statements, prospectuses, forms, reports, statements definitive proxy statements, schedules and documents required to be filed by it (A) with under the SEC since June 11Securities Act or the Exchange Act, 1998 as the case may be (collectively, together with any such formsthe “Company SEC Filings”). Each Company SEC Filing (i) as of the time it was filed, reportscomplied or, statements and documents Company may file if filed subsequent to the date hereof until the Closinghereof, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared will comply, in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (ii) did not not, at the time it was filed (filed, or, in if filed subsequent to the case of registration statements filed under the Securities Actdate hereof, at the time of effectiveness) 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 or will be made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was SEC Filings was, or will be, prepared in accordance with U.S. GAAP applied (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 fairlypresented, in all material respectsor will present, fairly the consolidated financial position position, results of operations and cash flows of the Company and the its consolidated Company 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 and recurring immaterial year-end adjustmentsadjustments which did not and would not, individually or in the aggregate, have a Material Adverse Effect). (c) The books, records and accounts of the Company (i) are in all material respects true and correct, (ii) have been and are being maintained in accordance with reasonable business practices and customary internal controls procedures on a basis consistent with prior years, and (iii) accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (1) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (2) to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the Company its consolidated Subsidiaries as reported of September 30, 2005 included in the Company ReportsCompany’s Form 10-Q for the period ended September 30, including 2005 or the notes theretothereto (the “Company Balance Sheet”), none of the Company or nor any Company Subsidiary of its consolidated Subsidiaries has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent since September 30, 2005 that would not, individually or in the aggregate, have a Material Adverse Effect. (e) Each required form, report and document containing financial statements that the Company has filed with past practice since December 31or furnished to the SEC was accompanied by the certifications then required to be filed or furnished by the Company’s Chief Executive Officer and Chief Financial Officer pursuant to the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated under such Act or the Exchange Act (collectively, 1998the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and at the time of filing or submission of each such certification, such certification (i) was true and accurate and complied with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, (ii) did not contain any qualifications or exceptions to the matters certified therein, except as otherwise permitted under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (iii) has not been modified or withdrawn. As of the date of this Agreement, neither the Company nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, content, form or manner of filing or furnishing of such certifications. The Company’s disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the Exchange Act) effectively enable the Company to comply with, and the appropriate officers of the Company to make all certifications required under, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company has received any written complaint, assertion or claim alleging that the Company has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f) and Rule 15a-15(f)). (f) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market.

SEC Filings; Financial Statements. (a) Company InCard has timely filed all registration statements, prospectuses, forms, reports, statements reports and documents required to be filed by it under the Securities Act or the Exchange Act, as the case may be, since January 1, 2005 (collectively, the “InCard SEC Filings”). Each InCard SEC Filing (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the as of its date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (iiB) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actnot, at the time of effectiveness) 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. Each material formThe Chief Executive Officer and the Chief Financial Officer of InCard have signed, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject InCard has furnished to the periodic reporting requirements Securities and Exchange Commission, all certifications required by Section 906 of the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, such certifications contain no qualifications or required exceptions to file the matters certified therein and have not been modified or withdrawn and neither InCard nor any formof its officers has received notice from any applicable governmental or regulatory authority questioning or challenging the accuracy, report completeness, form or other document with the SEC, the NNM, any other stock exchange manner filing or any other comparable Governmental Entitysubmission of such certifications. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports InCard SEC Filings was prepared in accordance with U.S. GAAP generally accepted accounting principals applied (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, fairly the consolidated financial position of Company and the consolidated Company Subsidiaries InCard 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 and recurring immaterial year-end adjustments). . Except (ci) Except as and to the extent set forth or reserved against on for in the consolidated interim balance sheet sheets of Company InCard at March 31, 2006, filed with the Securities and the Company Subsidiaries as reported in the Company ReportsExchange Commission on May 11, including the notes thereto, none of Company 2006 on Form 10-QSB or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseii) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations Liabilities incurred in the ordinary course of business and consistent with past practice since December March 31, 19982006, InCard does not have any Liabilities that would be required by United States generally accepted accounting principles to be disclosed on a consolidated balance sheet of InCard or in the notes thereto and which has had or is reasonably likely to have a material adverse effect on InCard.

SEC Filings; Financial Statements. (a) Since January 1, 2019, the Company has filed or furnished on a timely filed 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 (A) the Company with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents the “Company may file subsequent to the date hereof until the ClosingSEC Documents”). As of their respective dates, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared SEC Documents complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNM▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 (iiprior to the Agreement Date) did not at by a later filed Company SEC Document, none of the time it was Company SEC Documents when filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain or furnished contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (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 with the published rules and regulations of the SEC applicable thereto; (ii) 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 as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (except subject, in the case of the unaudited financial statements, to the absence of footnote disclosure and to normal and recurring year-end adjustments that are not, individually or in the aggregate, material). (c) The Company has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient 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 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 in accordance with authorizations of management of the Company or the Company Board, as applicable, and (iii) provide reasonable assurance regarding 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 (i) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) has disclosed, based on its most recent evaluation of its internal control over financial reporting and disclosure controls and procedures prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies and material weaknesses in the design or operation of its internal control 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 (B) 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. (d) Since January 1, 2019, the Company has not received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices. The Company has made available to Parent any material communication since January 1, 2019 made by the Company’s management or the Company’s auditors to the audit committee of the Company Board required or contemplated by listing standards of Nasdaq, the charter of the audit committee of the Company Board or professional standards of the Public Company Accounting Oversight Board. (e) The Company is not 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, 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) 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 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 any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance The information with the requirements of applicable Law. No Company Subsidiary is subject respect to the periodic reporting requirements Company that the Company furnishes to Parent or Purchaser in writing specifically for inclusion or incorporation by reference in the Schedule TO and the Offer Documents, at the time of the Exchange Act filing of the Schedule TO and at the time of any distribution or required dissemination of the Offer Documents, will not contain any untrue statement of a material fact or omit to file state any formmaterial fact necessary in order to make the statements made therein, report or other document with in light of the SECcircumstances under which they were made, not misleading. Notwithstanding the foregoing, the NNM, any other stock exchange Company makes no representation with respect to statements made or any other comparable Governmental Entity. (b) Each incorporated by reference therein based on information supplied by or on behalf of the consolidated financial statements (including, in each case, any notes thereto) contained Parent or Purchaser for inclusion or incorporation by reference in the Company Reports was prepared in accordance with U.S. GAAP (except as may be 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 of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments)Disclosure Documents. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (a) a. The Company has timely filed or furnished, as applicable, all forms, reports, statements reports and documents required to be filed or furnished by it with the Securities and Exchange Commission (Athe “SEC”) since February 1, 2011, and has heretofore delivered to Parent, in the form filed or furnished with the SEC, (i) its Annual Reports on Form 10-K for the fiscal year ended December 31, 2011, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 2012, June 30, 2012, and September 30, 2012, (iii) all proxy statements and additional materials relating to the Company’s meetings of stockholders (whether annual or special) held since February 1, 2011, and (iv) all other forms, reports and registration statements filed or furnished by the Company since July 1, 2010 with the SEC since June 11, 1998 (collectively, together with any such the forms, reports, registration statements and other documents Company may file subsequent referred to the date hereof until the Closingin clauses “(i)”, “(ii)”, “(iii)” and “(iv)” above being, collectively, the "COMPANY REPORTS") and (B) with any other Governmental Entities“Company SEC Reports”). Each The Company Report SEC Reports (i) was were or will be prepared in all material respects in accordance with either the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Actor will not, at the time they were or are to be filed or furnished, or, if amended, as of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) b. Each of the consolidated financial statements (including, in each case, any notes thereto) contained or to be contained in the Company SEC Reports was (or, for future filings, will be) prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairlyfairly presents (or, for future filings, will present), in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and the 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 statements, to normal and recurring immaterial year-end adjustmentsadjustments which would not have had, and would not have, individually or in the aggregate, a materially adverse effect on the financial statements). c. The Company has heretofore furnished to Parent true, complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to the agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. d. The Company has made available to Parent all comment letters received by the Company from the SEC or the staff thereof and all written responses to such comment letters filed by or on behalf of the Company. e. Each director and executive officer of the Company, and, to the Company’s knowledge, each holder of more than 10% of the Company’s capital stock, has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since February 1, 2011. f. The Company has timely filed and made available to Parent all certifications and statements required by (ci) Except Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. § 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 designed to provide reasonable assurances 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. No executive officer of the Company has failed to make any of the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. Neither the Company nor any of its executive officers has received notice from a Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Company is in compliance in all material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act to which it is subject and neither the Company nor any member of the Company Board has received or otherwise had or obtained knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, of the violation or possible violation of any applicable Laws of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by the Company or any of its Subsidiaries. g. The Company maintains a standard system of accounting established and administered in accordance with GAAP. The Company and its Subsidiaries maintain a system of internal accounting controls designed 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 permitted only in accordance with management’s general or specific authorization and (iv) the extent set forth or reserved against on recorded accountability for assets is compared with the consolidated balance sheet of existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and its Subsidiaries have designed a system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and have disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company Subsidiaries as reported Board, (A) any significant deficiencies or material weaknesses in the Company Reportsdesign 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, including the notes theretoprocess, summarize and report financial information, and (B) any fraud, whether or not material, that involves sales or management. h. Since February 1, 2011, none of the Company, any Subsidiary, or any director, officer or employee, nor, to the Company’s knowledge, any auditor, accountant or representative of the Company or any Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Subsidiary has engaged in questionable accounting or auditing practices. No current or former attorney representing the Company or any liabilities Subsidiary, whether or obligations 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 the Company Board or any committee thereof or to any director or officer of the Company. i. Since February 1, 2011, to the knowledge of the Company, no employee of the Company or of any nature (whether accruedSubsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither the Company nor any Subsidiary nor any officer, absoluteemployee, contingent contractor, subcontractor or otherwise) that would be required to be 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 Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a). j. All accounts receivable of the Company and its Subsidiaries reflected on a balance sheet the 2012 Balance Sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred arising thereafter have arisen from bona fide transactions in the ordinary course of business consistent with past practice since December 31practices and in accordance with SEC regulations and GAAP applied on a consistent basis and are not subject to valid defenses, 1998setoffs or counterclaims. The Company’s reserve for contractual allowances and doubtful accounts is adequate and has been calculated in a manner consistent with past practices. Since the date of the 2012 Balance Sheet, neither the Company nor any of its Subsidiaries has modified or changed in any material respect its sales practices or methods including, without limitation, such practices or methods in accordance with which the Company or any of its Subsidiaries sell goods, fill orders or record sales.

SEC Filings; Financial Statements. (a) The Company has timely filed with or furnished to the SEC all registration statements, prospectuses, forms, reports, statements definitive proxy statements, schedules and documents required to be filed by it (A) with under the SEC since June 11Securities Act or the Exchange Act, 1998 as the case may be (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities“SEC Filings”). Each Company Report SEC Filing, as amended or supplemented, if applicable, (i) was prepared as of its date, or, if amended, as of the date of the last such amendment, complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or and the rules and regulations ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the NNM“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC thereunder, applicable to such SEC Filing, and (ii) did not not, at the time it was filed (or, or at the time it became effective in the case of registration statements filed under statements), or, if amended, as of the Securities Actdate of the last such amendment, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No The Company Subsidiary is has never been an issuer subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity.Rule (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports SEC Filings, as amended, supplemented or restated, if applicable, was prepared in accordance with U.S. GAAP applied (except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by the 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 position, results of operations and cash flows of the Company and the consolidated subsidiaries of the Company 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 immaterial year-year- end adjustments). (c) Except The Company and its subsidiaries have implemented and maintain a system of internal control over financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with GAAP for external purposes 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 GAAP and to the extent set forth or reserved against on the consolidated balance sheet maintain accountability of Company assets, and that receipts and expenditures of the Company Subsidiaries are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding the 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, and such system of internal control over financial reporting is reasonably effective. (d) The Company has implemented and maintains disclosure controls and procedures (as reported defined in Rule 13a-15(d) of the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseExchange Act) that would be are designed to ensure that information required to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred disclosed by the Company in the ordinary course reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time frames specified by the SEC’s rules and forms (and such disclosure controls and procedures are reasonably effective), and has disclosed, based on its most recent evaluation of business consistent with past practice since December 31its system of internal control over financial reporting prior to the date of this Agreement, 1998to the Company’s independent registered accountant and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses to the Company’s knowledge in the design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) and (B) to the Company’s knowledge any fraud or allegation of fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

SEC Filings; Financial Statements. (a) Except as set forth on Schedule 4.07(a) of the Company Disclosure Schedule, Company has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC and the NNM since June 11May 21, 1998 1999 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared prepared, in all material respects respects, in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNM, as the case may be, and (ii) did not at the time it was filed (oror if amended or superseded by a filing prior to the date hereof, in then as of and on the case of registration statements filed under the Securities Act, at the time of effectivenessdate 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 the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under except, in the Exchange Actcase of unaudited financial statements, for the absence of footnotes and subject to normal year end adjustments, which adjustments are not material) 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 Company and the consolidated Company Subsidiaries as at the respective dates thereof thereof, and its results of operations, shareholders' equity 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 immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.respective

SEC Filings; Financial Statements. (a) The Company has timely made available to Parent a complete and accurate copy of each report, schedule, registration statement, proxy and information statements and other documents filed by the Company with the SEC since December 31, 1997 (each, a "COMPANY SEC REPORT" and collectively, the "COMPANY SEC REPORTS"), which are all forms, the reports, schedules, registration statements, proxy and information statements and other documents required to be filed by it (A) the Company with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closingdate. As of their respective dates, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report SEC Reports (i) was prepared complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (ii) did not at the time it was they were filed (or, in if such Company SEC Report was amended or superseded by another filing, then on the case date of registration statements filed under the Securities Act, at the time filing of effectivenesssuch amendment or superceding 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 the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements None of the Exchange Act or Company's subsidiaries is required to file any form, report reports or other document documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each As of the their respective dates, each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Reports SEC Reports, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) 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 consolidated financial position of Company and the consolidated Company Subsidiaries 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, for the absence of footnotes as permitted by Form 10-Q promulgated under the Exchange Act), and (iii) fairly presents in all material respects the consolidated financial condition of the Company and its subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring immaterial year-end adjustments)recurring adjustments which were not or are not expected to be material in amount or significance. (c) Except as The Company has furnished or made available to Parent a complete and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations correct copy of any nature (whether accruedamendments or modifications, absolute, contingent or otherwise) that would be which have not yet been filed with the SEC but which are required to be reflected on a balance sheet filed with the SEC, to agreements, documents or in notes thereto prepared in accordance other instruments which previously had been filed by the Company with U.S. GAAP, except for immaterial liabilities the SEC pursuant to the Securities Act or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998Exchange Act.

SEC Filings; Financial Statements. (a) The Company has timely filed Made Available to Parent all formsmaterial written correspondence between any of the Company Entities on the one hand, reportsand the SEC on the other hand, statements and documents since December 31, 2016. All Company SEC Documents required to be have been filed or furnished by it (A) the Company or its officers with the SEC since June 11December 31, 1998 2016 have been so filed or furnished on a timely basis, including any certification or statement required by: (i) Rule 13a-14 or Rule 15▇-▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ (▇▇▇ ▇e▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇); (ii) Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; and (iii) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents filed on or after December 31, 2016 (collectively, together with any such forms, reports, statements and documents the “Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental EntitiesCertifications”). Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules Company Certifications was accurate and regulations of the NNM, as the case may becomplete, and (ii) did not complied as to form and content with all Applicable Law at the time such Company Certification was made. As of the time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing or, in the case of any Company SEC Document that is a registration statements statement filed under pursuant to the Securities requirements of the 1933 Act, at as of the time effective date of effectivenesssuch Company SEC Document): (A) contain each Company SEC Document complied in all material respects with the applicable requirements of the 1933 Act or the 1934 Act (as the case may be); and (B) no Company SEC Document 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the 19▇▇ ▇▇▇) sufficient to provide reasonable assurances: (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles; (ii) that transactions are executed only in accordance with the authorization of management; and (iii) regarding prevention or timely detection of the consolidated unauthorized acquisition, use or disposition of the Company Entities’ properties or assets. The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the 19▇▇ ▇▇▇) sufficient to ensure that all material information concerning the Company Entities is made known 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 otherwise ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, to allow timely decisions regarding required disclosure and to make the Company Certifications. (c) The financial statements (including, in each case, including any notes theretorelated notes) contained in the Company Reports was SEC Documents filed on or after December 31, 2016, including the Company Financial Statements: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated covered (except (A) as may be indicated therein or in the notes thereto, (B) with respect to unaudited statements, as permitted by the SEC, and each presented fairly, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, C) in the case of the unaudited interim financial statements, to normal and recurring immaterial year-end adjustmentsadjustments as permitted by GAAP and the applicable rules and regulations of the SEC and the absence of notes thereto); and (iii) fairly present (in accordance with GAAP) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for the periods covered thereby. (cd) Except as and None of the Company Entities is a party to, or has any commitment to the extent set forth become a party to, any joint venture, off-balance sheet partnership or reserved against any similar Contract (including any Contract relating to any transaction or relationship between or among any Company Entity, on the consolidated 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 Company and Regulation S-K promulgated under the 1933 Act)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company Subsidiaries as reported Entities in the Company ReportsEntities’ published financial statements or any of the Company SEC Documents. (e) Since December 31, including 2016 through the notes theretodate hereof, none of the Company Entities, the Company’s independent accountants (to the Knowledge of the Company), or the board of directors or audit committee of the board of directors of any Company Entity, or any Company Subsidiary has any liabilities or obligations officer of any nature Company Entity, has received: (whether accrued, absolute, contingent or otherwisei) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred any written notification of any: (A) “significant deficiency” in the ordinary course internal controls over financial reporting of business consistent any of the Company Entities; (B) “material weakness” in the internal controls over financial reporting of any of the Company Entities; or (C) fraud, whether or not material, that involves management or other employees of any of the Company Entities who have a significant role in the internal controls over financial reporting of the applicable Company Entity; or (ii) any material complaint, allegation, assertion or claim alleging, asserting or claiming that the accounting or auditing practices, procedures, methodologies or methods of any of the Company Entities or their respective internal accounting controls fail to comply with past practice since December 31generally accepted accounting principles, 1998generally accepted auditing standards or Applicable Law. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them by the Public Company Accounting Oversight Board in Auditing Standard No. 2.

SEC Filings; Financial Statements. (a) Company Except as set forth on Section 4.6(a) of the Fresh Vine Disclosure Schedule, since January 1, 2024, Fresh Vine has filed or furnished, as applicable, on a timely filed basis all material forms, reportsstatements, statements certifications, reports and documents required to be filed or furnished by it (A) with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, under the Exchange Act or the rules and regulations Securities Act (the “Fresh Vine SEC Documents”). As of the NNMtime it was filed with the SEC (or, if amended or superseded by a filing before the Signing Date, then on the date of such filing), each of the Fresh Vine SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be, ) and (ii) did not at as of the time it was filed (orthey were filed, in none of the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Fresh Vine 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 thereinstatements, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement The certifications and document referred to in clause statements required by (Bi) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Fresh Vine 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 shall be broadly construed to include any manner in which a document or required information is furnished, supplied or otherwise made available to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated The financial statements (including, in each case, including any notes theretorelated notes) contained or incorporated by reference in the Company Reports was Fresh Vine SEC Documents: (i) complied as to form in all material respects with the Securities Act and the Exchange Act, as applicable, and the published rules and regulations of the SEC applicable, (ii) were prepared in accordance with U.S. GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q under of the Exchange ActSEC, 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 throughout the periods indicated and (except as may be indicated in the notes theretoiii) and each presented fairlyfairly present, in all material respects, the consolidated financial position of Company and the consolidated Company Subsidiaries Fresh Vine as at of the respective dates thereof and the results of operations and cash flows of Fresh Vine for the respective periods indicated therein, except covered. Other than as otherwise noted therein (subject, expressly disclosed in the case Fresh Vine SEC Documents filed before the Signing Date, there has been no material change in Fresh Vine’s accounting methods or principles that would be required to be disclosed in Fresh Vine’s financial statements in accordance with GAAP. The books of unaudited statements, to normal account and recurring immaterial year-end adjustments)other financial records of Fresh Vine and each of its Subsidiaries are true and complete in all material respects. (c) Except as set forth on Section 4.6(c) of the Fresh Vine Disclosure Schedule, Fresh Vine maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance (i) that Fresh Vine maintains records that in reasonable detail accurately and fairly reflect Fresh Vine’s transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Fresh Vine Board and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Fresh Vine’s assets that could have a material effect on Fresh Vine’s financial statements. Fresh Vine has evaluated the effectiveness of Fresh Vine’s internal control over financial reporting and, to the extent set forth required by applicable Law, presented in any applicable Fresh Vine SEC Document that is a report on Form 10-K or reserved against Form 10-Q (or any amendment) 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 the consolidated balance sheet of Company such evaluation. Fresh Vine has disclosed to Fresh Vine’s auditors and the audit committee of the Fresh Vine Board (and made available to the Company Subsidiaries as reported a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the Company Reportsdesign or operation of internal control over financial reporting that are reasonably likely to adversely affect Fresh Vine’s ability to record, including the notes theretoprocess, none of Company summarize and report financial information and (B) any fraud, whether or any Company Subsidiary has any liabilities not material, that involves management or obligations of any nature (whether accrued, absolute, contingent other employees who have a significant role in Fresh Vine’s or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred its Subsidiaries’ internal control over financial reporting. Except as disclosed in the ordinary course Fresh Vine SEC Documents filed before the Signing Date, Fresh Vine’s internal control over financial reporting is effective and Fresh Vine has not identified any material weaknesses in the design or operation of business consistent with past practice since December 31, 1998Fresh Vine’s internal control over financial reporting.

SEC Filings; Financial Statements. (a) The Company and each Subsidiary, as necessary, has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC Securities and Exchange Commission (the “SEC”) since June 11March 31, 1998 1999 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closingincluding all exhibit thereto, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared “SEC Reports”), each of which has complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or 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 so filed. None of the NNMSEC Reports as of their filing dates or, if amended, as of the case may bedate of the last such amendment filed prior to the date hereof, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain 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. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each All of the consolidated financial statements (includingincluded in the SEC Reports, in each case, including any related notes thereto, as filed with the SEC (collectively referred to as the “Company Financial Statements”) contained in the Company Reports was have been prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act“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 consolidated financial position of Company Exchange Act and the consolidated Company Subsidiaries 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 and recurring immaterial year-year end adjustments)) and 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) Except as and to There are no liabilities of the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of its Subsidiaries of any nature (kind whatsoever, whether accrued, or not accrued and whether or not contingent or absolute, contingent or otherwise) that would be required to be reflected on on, or reserved against in, a consolidated balance sheet or in notes thereto of the Company prepared in accordance with U.S. GAAP, except and that are material to the Company and its Subsidiaries, taken as a whole, other than (i) liabilities disclosed or provided for immaterial in the consolidated balance sheet of the Company and its Subsidiaries at September 30, 2002, including the notes thereto, (ii) liabilities or obligations disclosed in the SEC Reports and (iii) liabilities incurred in the ordinary course of business consistent with past practice since December 31September 30, 19982002 which, individually or in the aggregate, will not have a Company Material Adverse Effect (as defined in Section 9.11). (d) The Company has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC as exhibits to the SEC Reports pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

SEC Filings; Financial Statements. (a) The Company has timely filed all registration statements, prospectuses, forms, reports, statements definitive proxy statements, schedules and documents required to be filed by it (A) with under the SEC Securities Act or the Exchange Act, as the case may be, since June 11January 1, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSCompany SEC Filings") and (B) with any other Governmental Entities). Each Company Report ------------------- SEC Filing (i) was prepared as of its date, complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (ii) did not not, at the time it was filed (orfiled, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) As of the date of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Agreement, no Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental EntityAct. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports SEC Filings was prepared in all material respects in accordance with U.S. GAAP applied (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, fairly the consolidated financial position position, results of operations and cash flows of the Company and the consolidated Company 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 and recurring immaterial year-end adjustmentsadjustments which did not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect). The books and records of the Company and the Company Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of the Company and the consolidated Company Subsidiaries as reported of December 31, 2000 included in the Company ReportsCompany's Form 10-K for the year ended December 31, 2000, including the notes theretothereto (the "Company Form 10-K"), none of neither the Company or nor ----------------- any consolidated Company Subsidiary has 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 U.S. GAAP, except for immaterial (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 19982000 and (ii) liabilities and obligations incurred in connection with this Agreement and the transactions contemplated hereby that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) As of the date hereof, no "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) filed as an exhibit to the Company Form 10-K has been amended or modified, except for such amendments or modifications which have been filed as an exhibit to a subsequently dated Company SEC Filing or are not required to be filed with the SEC.

SEC Filings; Financial Statements. (a) Company At all times since January 1, 2006, Purchaser has timely been subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 and has filed all forms, reports, statements exhibits and documents schedules required to be filed by it (A) with the SEC since June 11, 1998 Securities and Exchange Commission (the “SEC”) through the date hereof (collectively, together with any such forms, reports, statements the “Purchaser SEC Reports”). As of the respective dates they were filed (and documents Company may file subsequent if amended or superseded by a filing prior to the date hereof until of this Agreement, then on the Closingdate of such filing), the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared the Purchaser SEC Reports complied in all material respects in accordance with the requirements of the Securities Act, Act of 1933 or the Securities Exchange Act or the rules and regulations of the NNM1934, as the case may be, and (ii) did not at none of the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) contain Purchaser 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. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Purchaser SEC Reports was prepared in accordance with U.S. GAAP (except as may be 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 theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q or 8-K promulgated by the SEC) and each presented fairly, in all material respects, the consolidated financial position of Company Purchaser and the its consolidated Company Subsidiaries 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 immaterial year-end adjustmentsadjustments which were not and are not expected, individually or in the aggregate, to be material). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.

SEC Filings; Financial Statements. (a) Company has timely filed 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 (A) the Company Parties with the SEC since June 11January 1, 1998 2016 (collectivelyas they may have been supplemented, together with any such formsmodified or amended since the time of filing, reports, statements and documents Company may file including those filed or furnished subsequent to the date hereof until hereof) (the Closing“Company SEC Documents”), have been filed with or furnished to the "COMPANY REPORTS") and SEC on a timely basis. As of the time it was filed with or furnished to the SEC (B) with any other Governmental Entities. Each Company Report or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing): (i) was prepared each of the Company SEC Documents complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or and the rules and regulations of the NNM, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be, ); and (ii) did not at none of the time it was Company SEC Documents contained when filed (orand, in the case of registration statements filed under and proxy statements, on the Securities Actdates of effectiveness and the dates of mailing, at the time of effectivenessrespectively) contain 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. Each material form, report, statement and document referred to in clause (B) None of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary Company’s Subsidiaries is currently subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document Act. The Company is in compliance in all material respects with the SEC, applicable provisions of the NNM, any other stock exchange or any other comparable Governmental Entity▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Each of the The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including, in each case, any related notes or schedules thereto) and the consolidated Subsidiaries of the Company contained or incorporated by reference in the Company Reports was SEC Documents: (i) complied in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) 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 consolidated to such financial position of Company and the consolidated Company Subsidiaries 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, 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 immaterial year-end adjustments); and (iii) fairly present, in all material respects, the financial position of the Company Parties and their consolidated Subsidiaries as of the respective dates thereof and the results of their operations and their cash flows for the periods covered thereby. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of the Company. (c) Except The Company has designed and maintains a system of internal control over financial reporting (as 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 Acquired Companies. The Company 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 material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the extent set forth Company’s management as appropriate to allow timely decisions regarding required disclosure. (d) The Company is in compliance in all material respects with all current listing requirements of the NYSE. (e) None of the Acquired Companies has effected, entered into or reserved against 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 their published financial statements or other Company SEC Documents. (f) 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. The Company has made available to Parent all comment letters and all material correspondence between the SEC, on the consolidated balance sheet of Company one hand, and the Company Subsidiaries as reported in or the Company ReportsOperating Partnership, including on the notes theretoother hand, since January 1, 2016. As of the date hereof, to the Company’s Knowledge, none of the Company 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 Acquired Companies has made or permitted to remain outstanding any Company Subsidiary “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 trustee of the Company. (h) As of the date hereof, none of the Acquired Companies has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be the type required to be reflected on disclosed in the liabilities column of a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations for: (i) Liabilities disclosed in the financial statements as of June 30, 2018 (including any related notes) contained in the Company SEC Documents filed with the SEC before the date of this Agreement; (ii) Liabilities incurred in the ordinary course of business consistent with past practice in all material respects since December 31June 30, 19982018; (iii) Liabilities to perform under Contracts entered into by the Acquired Companies; (iv) Liabilities that have not had, and would not, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect; and (v) Liabilities and obligations incurred in connection with the Transactions.

SEC Filings; Financial Statements. (a) Except as disclosed in Section 4.07 of the Company Disclosure Schedule, Company has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC and the NNM since June 11November 1, 1998 1996 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSCompany Reports") and (B) with any other Governmental Entities. Each Except as disclosed in Section 4.07 of the Company Disclosure Schedule, each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNM, as the case may be, in substantially all respects and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material Except as disclosed in Section 4.07 of the Company Disclosure Schedule, each form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each Except as disclosed in Section 4.07 of the Company Disclosure Schedule, each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be 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 of Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has 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 U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998.the

SEC Filings; Financial Statements. (a) Since January 1, 2001, the Company has timely filed all formsor furnished each form, reportsreport, statements schedule, registration statement and documents definitive proxy statement required to be filed or furnished by it the Company with or under the Securities Act (Aas defined below) with or the Exchange Act (the “SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental EntitiesReports”). Each Company Report The SEC Reports (i) was were filed or furnished on a timely basis, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the “Securities Act, ”) or the Exchange Act or the rules and regulations of the NNMAct, as the case may be, and (iiiii) did not at the time it was they were filed (or, in and if amended or superseded by a filing prior to the case date of registration statements filed under this Agreement then on the Securities Act, at the time date of effectivenesssuch 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 the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements None of the Exchange Act or Company’s subsidiaries is required to file or furnish any form, report reports or other document documents with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports (the “Financial Statements”) (including any Company Reports SEC Report filed after the date of this Agreement): (i) complied and will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing; (ii) was and will be prepared in accordance with U.S. GAAP United States generally accepted accounting principles (except as may be permitted by Form 10-Q under the Exchange Act“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 consolidated financial position of Company and the consolidated Company Subsidiaries 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, may not contain footnotes as permitted by Form 10-Q) and fairly presented and will fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries at the respective dates thereof and the consolidated results of the Company’s and its subsidiaries’ operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring immaterial year-end adjustmentsadjustments which were not or will not be material in amount or significance. Except as reflected in the Financial Statements, neither the Company nor any of its subsidiaries is a party to any material off-balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Securities Act (“Regulation S-K”)). All reserves that are set forth in or reflected in the Interim Balance Sheet (as defined below) have been established in accordance with GAAP consistently applied. At October 31, 2004 (the “Interim Balance Sheet Date”), there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the balance sheet as of the Interim Balance Sheet Date (the “Interim Balance Sheet”) as required by Statement No. 5. The Financial Statements comply in all material respects with the requirements of the American Institute of Certified Public Accountants’ Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date requiring public reporting, a report to the audit committee or is otherwise material. The books and records of the Company and each of its subsidiaries have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements. (c) Except as The Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the extent set forth Securities Act or reserved against the Exchange Act. (d) As of the date of this Agreement, the Company’s consolidated cash, cash equivalents and certificates of deposit (calculated in accordance with the accounting policies described in the Company’s Form 10-K filed with the SEC on April 20, 2004, as amended by Form 10-K/A filed with the consolidated balance sheet of SEC on June 3, 2004, for the fiscal year ended January 31, 2004 (the “2003 Form 10-K”) is not less than $27,000,000. (e) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to the Company and the subsidiaries required to be disclosed by the Company Subsidiaries as reported 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 such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Each of the principal executive officer of the Company and the principal financial officer of the Company (or 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 Sections 302 and 906 of SOX and the rules and regulations promulgated thereunder with respect to the SEC Reports. Based on the most recent evaluation by the Company’s Chief Executive Officer and Chief Financial Officer, there are no “significant deficiencies” in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize and report financial data or any “material weaknesses” in the Company’s internal controls. As used in this section, a “significant deficiency” in controls means a control deficiency that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. As used in this section, a “material weakness” in controls means a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. To the Company’s knowledge, there is no fraud, whether or not material, that involves any Employee (as defined in Section 2.11(a)(v)) who has a significant role in the Company’s internal controls and procedures. (f) To the Company’s knowledge, (KPMG LLP, which has expressed its opinion with respect to the financial statements of the Company and its subsidiaries as of January 31, 2004, January 31, 2003 and December 31, 2001 and for each of the fiscal years in the three fiscal year period ended January 31, 2004 included in the SEC Reports (including the notes theretorelated notes), none is “independent” (under applicable rules then in effect) with respect to the Company and each of its subsidiaries within the meaning of Regulation S-X since the appointment of KPMG LLP in that capacity. The Company is in compliance with the applicable criteria for continued listing of the Company Common Stock on Nasdaq and has not since January 1, 2002 received any notice from Nasdaq asserting any non-compliance with such rules and regulations. (g) To the knowledge of the Company, no attorney representing the Company or any of its subsidiaries, whether or not employed by the Company Subsidiary or any of its subsidiaries, or Employee has reported to the Board or any liabilities committee thereof or obligations to any director or officer of any nature the Company evidence of a material violation of securities laws, breach of fiduciary duty, fraudulent conduct or similar violation by an Employee or agent (whether accrued, absolute, contingent or otherwise) while acting in that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998capacity).

SEC Filings; Financial Statements. (a) Company has timely filed all forms, reports, statements and documents required to be filed by it (A) with the SEC and the NNM since June 11November 12, 1998 1999 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNM, as the case may be, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be 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 of Company and the consolidated Company Subsidiaries as at the respective dates thereof and its results of operations, shareholders' equity 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 immaterial year-end adjustments). (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 19981999.

SEC Filings; Financial Statements. (a) Company ePlus has timely filed and made available to SourceOne all forms, reports, statements and documents required to be filed by it (A) ePlus with the SEC since June 11, 1998 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSePlus SEC Reports") and (B) with any other Governmental Entitieswill between the date of this Agreement and Closing timely file all ePlus SEC Reports required to be filed after the date hereof. Each Company Report The ePlus SEC Reports (i) was prepared at the time filed, complied, or will comply, as the case may be, in all material respects in accordance with the applicable requirements of the Securities 1933 Act and the 1934 Act, the Exchange Act or the rules and regulations of the NNM, as the case may be, and (ii) did not at the time it was filed (orfiled, in did not, or will not, as the case may be, (or if amended or superseded by a filing prior to the date of registration statements filed under this Agreement, then on the Securities Act, at the time date of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such ePlus SEC Reports or necessary in order to make the statements made thereinin such ePlus SEC Reports, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements ePlus Financial Statements (including, in each case, any notes theretorelated notes) contained in the Company ePlus SEC Reports, including any ePlus SEC Reports filed after the date of this Agreement until the Effective Time, as of their respective filing dates, were or will be complete and correct in all material respects, complied or will comply as to form in all material respects with the applicable accounting requirements and published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with U.S. GAAP (except as may be 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 to such financial position of Company and the consolidated Company Subsidiaries 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 fairly presented or will fairly present the consolidated financial position of ePlus and its Subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring immaterial year-end adjustments). (c) Except as and to the extent set forth adjustments which were not or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required are not expected to be reflected on a balance sheet material in amount or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998effect.

SEC Filings; Financial Statements. (a) Section 3.7.1 The Company has timely filed with the SEC all forms, reports, statements and documents required to be filed by it (A) with under the SEC since June 11Securities Act or the Exchange Act, 1998 as the case may be, from and after January 1, 2006 (collectively, together with any such forms, reports, statements and documents the “Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTS") and (B) with any other Governmental EntitiesSEC Filings”). Each Company Report SEC Filing, as amended or supplemented, if applicable, (ia) was prepared as of its date, or, if amended or supplemented, as of the date of the most recent amendment or supplement thereto, complied in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (iib) did not not, at the time it was filed (or, or became effective in the case of registration statements filed under statements), or, if amended or supplemented, as of the Securities Actdate of the most recent amendment or supplement thereto, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) As of the date of this paragraph was prepared in all material respects in accordance with Agreement, none of the requirements of applicable Law. No Operating Partnership or any Company Subsidiary is separately subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental EntityAct. (b) Section 3.7.2 Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports SEC Filings, as amended, supplemented or restated, if applicable, was prepared in accordance with U.S. GAAP applied (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 such consolidated financial statement, as amended, supplemented or restated, if applicable, presented fairly, in all material respects, the consolidated financial position position, results of operations and cash flows of the Company and the its consolidated Company Subsidiaries 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 immaterial year-end adjustments). Section 3.7.3 The Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board (ca) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that 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 material, that involves management or other employees who have a significant role in the Company’s internal controls, and the Company has made available to Parent copies of any material written materials relating to the foregoing. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) designed to ensure that material information relating to the Company required to be included in reports filed under the Exchange Act, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act. Since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, none of the Company, the Operating Partnership or any Company Subsidiary has made any prohibited loans to any director or executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act). Section 3.7.4 Except as and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company ReportsSEC Filings filed on or after January 1, including the notes thereto2006, none of Company the Company, the Operating Partnership or any consolidated Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against on a balance sheet or in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations (a) contemplated by or under this Agreement or incurred in connection with the transactions contemplated hereby or (b) incurred in the ordinary course of business consistent with past practice since December 31or (c) that have not had, 1998and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

SEC Filings; Financial Statements. (a) The Company has timely filed all forms, reports, statements reports and documents required to be filed by it (A) with the SEC since June 11December 31, 1998 1995 (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSCompany SEC Reports") ), and (B) with any other Governmental Entities. Each Company Report has made available to WEC (i) was its Quarterly Report on Form 10-Q for the periods ended April 4, 1998 and July 4, 1998, and its Annual Report on Form 10-K for the period ended December 31, 1997, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1997, (iv) all other reports or registration statements filed by the Company with the SEC since December 31, 1997, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC. The Company SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act or the rules and regulations of the NNMAct, as the case may be, and (ii) did not at the time it was they were filed (oror if amended or superseded by a filing prior to the date of this Agreement, in then on the case date of registration statements filed under the Securities Act, at the time of effectivenesssuch 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 the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout generally accepted accounting principles for the periods indicated involved (except as may be indicated in the notes thereto) and each fairly presented fairly, in all material respects, the consolidated financial position of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and the results of its operations and cash flows and statements of shareholders' equity 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 immaterial year-end adjustments)adjustments which were not or are not expected to be material in amount. (c) Except as The Company has heretofore furnished to WEC a complete and to the extent set forth or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations correct copy of any nature (whether accruedamendments or modifications, absolute, contingent or otherwise) that would be which have not yet been filed with the SEC but which are required to be reflected on a balance sheet filed, to agreements, documents or in notes thereto prepared in accordance other instruments which previously had been filed by the Company with U.S. GAAP, except for immaterial liabilities the SEC pursuant to the Securities Act or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998Exchange Act.

SEC Filings; Financial Statements. (a) a. The Company has timely filed and made available to Purchasers all forms, reports, statements reports and documents required to be filed by it (A) the Company with the SEC Commission since June 11December 31, 1998 1995, (collectively, together with any such forms, reports, statements and documents Company may file subsequent to the date hereof until the Closing, the "COMPANY REPORTSVari-L SEC Reports") and (B) with any other Governmental Entities). Each Company Report The Vari-L SEC Reports (i) was prepared at the time filed, complied in all material respects in accordance with the applicable requirements of the Securities Act, Act and the Exchange Act or the rules and regulations of the NNMAct, as the case may be, and (ii) did not at the time it was they were filed (oror if amended or superseded by a filing prior to the date of this Agreement, in then on the case date of registration statements filed under the Securities Act, at the time of effectivenesssuch filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Vari-L SEC Reports or necessary in order to make the statements made thereinin such Vari-L SEC Reports, in the light of the circumstances under which they were made, not misleading. Each material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (b) b. Each of the consolidated financial statements (including, in each case, any notes theretorelated notes) contained in the Company Vari-L SEC Reports, including any Vari-L SEC Reports filed after the date of this Agreement until the First and Second Closing Dates, complied or will comply, as of their respective dates, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, was or will be prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) involved and each fairly presented fairly, in all material respects, or will present the consolidated financial position of the Company and the consolidated Company Subsidiaries as 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 immaterial year-end adjustments). (c) Except as and to the extent set forth adjustments which were not or reserved against on the consolidated balance sheet of Company and the Company Subsidiaries as reported in the Company Reports, including the notes thereto, none of Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required are not expected to be reflected on a balance sheet or material in notes thereto prepared in accordance with U.S. GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 1998amount.

SEC Filings; Financial Statements. (a) Each Subject Company has timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since January 1, 2001 with any Governmental Authority and has paid all material fees and assessments due and payable in connection therewith. Except for normal and routine examinations conducted by Governmental Authorities in the regular course of the business of the Subject Companies and FG (with respect to the FG Transferred Business only), and except as set forth in Section 4.7(a) of the Seller Disclosure Schedule, no Governmental Authority has initiated any proceeding or investigation or, to the Knowledge of Seller, threatened or indicated an intention to initiate any investigation into the business or operations of the Subject Companies or FG (with respect to the FG Transferred Business only) since January 1, 2001. (b) The Company has filed all material reports, schedules, forms, reports, statements and other documents required to be filed by it (A) with the SEC since June 11January 1, 1998 2001 (collectively, together with any such formsall items incorporated therein by reference, reportsthe "Company Reports"). The Company Reports, statements and documents Company may file subsequent at the time they were filed (or if amended or superseded by a filing prior to the date hereof until of this Agreement, then on the Closingdate of such filing), the "COMPANY REPORTS") and (B) with any other Governmental Entities. Each Company Report (i) was prepared complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or the rules and regulations of the NNMExchange Act, as the case may be, and (ii) did not at the time it was filed (or, in the case of registration statements filed under the Securities Act, at the time of effectiveness) 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 material form, report, statement and document referred to in clause (B) of this paragraph was prepared in all material respects in accordance with the requirements of applicable Law. No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NNM, any other stock exchange or any other comparable Governmental Entity. (bc) Each of the consolidated statements of financial condition and the related consolidated statements of operations and comprehensive income, retained earnings and cash flows (including, in each case, any related notes thereto) contained in the Company Reports was prepared in accordance with U.S. GAAP (except as may be permitted by Form 10-Q under the Exchange Act) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) thereto or in such documents or, in the case of unaudited financial statements, as otherwise permitted by Form 10-Q of the SEC), and each presented fairly, fairly presents in all material respects, respects the consolidated financial position of the Company and the consolidated Company its Subsidiaries 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 unaudited statements, to normal and recurring immaterial year-end adjustmentsadjustments which have not had and would not reasonably be likely to have a Material Adverse Effect). (cd) Except as Each of the Insurance Subsidiaries has filed all annual or quarterly statements, together with all exhibits and schedules thereto, required to be filed with or submitted to the extent set forth appropriate regulatory authorities of the jurisdiction in which it is domiciled on forms prescribed or reserved against on permitted by such regulatory authority (collectively, the consolidated balance sheet of "Company and the Company Subsidiaries as reported SAP Statements") since January 1, 2001. The financial statements included in the Company ReportsSAP Statements and prepared on a statutory basis, including the notes thereto, none of Company or any Company Subsidiary has 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 have been prepared in notes thereto prepared all material respects in accordance with U.S. GAAPaccounting practices prescribed or permitted by the applicable regulatory authorities in effect as of the date of the respective statements and such accounting practices have been applied in all material respects on a consistent basis throughout the periods involved, except for immaterial liabilities or obligations incurred as expressly set forth in the ordinary course notes or schedules thereto, and such financial statements present fairly in all material respects the respective statutory financial positions and results of business consistent operations of each of the Insurance Subsidiaries as of their respective dates and for the respective periods presented therein. (e) The Company has timely filed or supplied all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with past practice since December 31respect to any Company Report. The Co▇▇▇▇▇ ▇▇▇▇▇▇▇▇s disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning 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. (f) The Subject Companies and the FG Transferred Business 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, 1998(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 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) Since January 1, 2001, none of Seller Parent, Seller or any Subject Company has received any complaint, allegation or claim regarding the accounting or auditing practices, procedures, methodologies or methods of any Subject Company or their respective internal accounting controls.