Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount.

SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 1997 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings . As of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (ai) were prepared complied or will comply in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Parent SEC Reports that was provided in writing by the Company. None of Parent's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presents presented the consolidated financial position of Parent and its Subsidiaries consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicatedindicated (subject, except that in the case of the unaudited interim financial statements were or are subject statements, to normal and recurring year-end audit adjustments which were not or and are not expected expected, individually or in the aggregate, to be material in amount). (c) Except as disclosed in Section 4.7 of the Parent Disclosure Letter, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) set forth in the Parent SEC Reports filed with the SEC prior to the date of this Agreement or provided for in Parent's balance sheet (and related notes thereto) as of December 31, 1996 filed in the Parent SEC Reports or (ii) incurred since December 31, 1996 in the ordinary course of business, none of which are material to the business, results of operations or financial condition of Parent and its subsidiaries, taken as a whole.

SEC Filings; Financial Statements. (a) Parent Cyrk has filed and made available to Simon all forms, reports and documents required to be filed by Cyrk with the SEC Securities and has made available to Exchange Commission (the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special"SEC") since January 1its initial public offering on July 7, 1997, and 1993 (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT Cyrk SEC REPORTSReports"). Except as disclosed in SCHEDULE 5.06, the Parent The Cyrk SEC Reports (ai) were prepared in all material respects in accordance accordance, and complied, with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations thereunder and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of ParentCyrk's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes theretonotes) contained in the Parent Cyrk SEC Reports Reports, including any form, report or document filed with the SEC after the date of this Agreement and prior to 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 prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents present the consolidated financial position of Parent Cyrk and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were statement was or are is subject to normal and or recurring year-end adjustments which were not or are not expected to be material in amount. The audited balance sheet of Cyrk as of December 31, 1996 is referred to herein as the "Cyrk Balance Sheet."

SEC Filings; Financial Statements. (a) Parent has made available to Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC since December 31, 2001 (the "PARENT SEC REPORTS") and prior to the date of this Agreement, which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS")time. Except as disclosed in SCHEDULE 5.06, the The Parent SEC Reports Reports: (ai) were and will be prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder; and (bii) did not and will not at the time they were of filing thereof (and if any Parent SEC Report filed (or if prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement, Agreement then also on the date of filing of such amendment or superseded filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports: (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 generally accepted accounting principles United States GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, may not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Parent and its Subsidiaries as consolidated subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicatedindicated (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not or are not expected to be material in amount); and (iii) fairly presents in all material respects Parent's revenue recognition policies. (c) Parent has previously furnished to Company 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 Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent Buyer has made available to Stockholders and Company through the SEC web site a correct and complete copy of each report, registration statement and definitive proxy statement filed by Buyer with the SEC for the 36 months prior to the date of this Agreement (the "Buyer SEC Reports"), which, to Buyer's knowledge, are all the forms, reports and documents required to be filed by Buyer with the SEC and has made available for the 36 months prior to the Company date of this Agreement. As of their respective dates, to Buyer's knowledge, the Buyer SEC Reports: (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Buyer SEC Reports, and (bii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Buyer makes no representation or warranty whatsoever concerning the Buyer SEC Reports as of Parent's Subsidiaries is required to file any forms, reports or time other documents with than the SECtime they were filed. (b) Each To Buyer's knowledge, each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in Buyer SEC Reports, including each Buyer SEC Report filed after the Parent date hereof until the Closing, complied as to form in all material respects with the published rules and regulations of the SEC Reports with respect thereto, was prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-QSB of the Exchange Act) and each fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries as Buyer at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to have a Material Adverse Effect on Buyer taken as a whole. (c) Buyer has previously furnished to Stockholders and Company 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 material in amountfiled, to agreements, documents or other instruments which previously had been filed by Buyer with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has made available to Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after December 31, 1999 (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1December 31, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS")1999. Except as disclosed in SCHEDULE 5.06, the The Parent SEC Reports (aA) were prepared complied in all material respects in accordance as of their respective dates with the requirements of the Securities Act or the Exchange Act, as the case may be, and (bB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Parent and its Subsidiaries as subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which that were not or are not expected to be material in amount. (c) Parent has previously furnished to Company 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 Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has timely filed all registration statements, prospectuses, forms, reports and documents required to be filed with by it under the SEC and has made available to Securities Act or the Company (i) its Annual Report on Form 10-K for Exchange Act, as the fiscal year ended December 31case may be, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, 1998 (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT Parent SEC REPORTSFilings"). Except as disclosed set forth in SCHEDULE 5.06Section 4.6 of the Parent Disclosure Schedule, the Parent SEC Reports Filings (a1) as of their respective dates were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b2) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each Except as set forth in Section 4.6 of the Parent Disclosure Schedule, each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Filings was prepared in accordance with generally accepted accounting principles 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) on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto), and each presented fairly presents the consolidated financial position of Parent and its the consolidated Parent Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the respective periods indicatedindicated therein (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were did not and would not, individually or are not in the aggregate, reasonably be expected to be material have a Parent Material Adverse Effect). The books and records of Parent and the Parent Subsidiaries have been, and are being, maintained in amountaccordance with GAAP and any other applicable legal and accounting requirements.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholder the CI Stockholders and Lim a correct and complete copy of each report and registration statement filed by Parent with the SEC (the “Parent SEC Reports”), which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating prior to Parent's meetings the date of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements this Agreement. All Parent SEC Reports required to all such reports and registration statements be filed by Parent with in the SEC twelve ((i)(iv12) collectively, month period prior to the "PARENT SEC REPORTS")date of this Agreement were filed in a timely manner. Except as disclosed in SCHEDULE 5.06, As of their respective dates the Parent SEC Reports Reports: (ai) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (bii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning any Parent SEC Report as of Parent's Subsidiaries is required any time other than the date or period with respect to file any forms, reports or other documents with the SECwhich it was filed. (b) Each Except as set forth in Schedule 3.7(b), each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-QSB of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal and recurring year-end adjustments which were not or are not expected to be material in amounthave a Material Adverse Effect on Parent taken as a whole.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports reports, schedules, statements and documents other documents, including any exhibits thereto, required to be filed by Parent since its inception with the SEC (collectively, the "Parent SEC Reports"). The Parent SEC Reports, including all forms, reports and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements documents filed by Parent with the SEC since January 1, 1997after the date hereof and prior to the Effective Time, (iiii) all proxy statements relating to Parent's meetings were and, in the case of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were filed after the date hereof, will be, prepared in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations thereunder and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) and, in the case of such forms, reports and documents filed by Parent with the SEC after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Parent's the Subsidiaries of Parent is required to file any forms, reports report, schedules or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes theretoand schedules) contained in the Parent SEC Reports, including any Parent SEC Reports filed between the date of this Agreement and the Closing, complied or will comply, 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 or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved GAAP (except as may be indicated in the notes thereto), ) applied on a consistent basis throughout the periods involved and each fairly presents presented in all material respects or will fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of its the operations and cash flows of Parent and stockholder equity its consolidated Subsidiaries for the periods indicated, except as otherwise explained therein and except that the any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were have not or been made and are not expected to be material in amount, individually or in the aggregate. The audited balance sheet of Parent contained in the Parent SEC Report on Form 10-K for the fiscal year ended December 31, 2003 is referred to herein as the "Parent Balance Sheet." (c) The chief executive officer and chief financial officer of Parent have made all certifications required by, and would be able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Parent is otherwise in compliance with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing standards and corporate governance rules of the NYSE.

SEC Filings; Financial Statements. (a) Parent has timely filed all forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31all forms, 1996reports, (ii) all schedules, statements and other reports or registration statements filed by Parent with the SEC since January 1documents, 1997including any exhibits thereto, (iii) all proxy statements relating required to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements be filed by Parent with the SEC ((i)(iv) collectively, the "PARENT “Parent SEC REPORTS"Reports”). Except as disclosed The Parent SEC Reports, including all forms, reports and documents to be filed by Parent with the SEC after the date hereof and prior to the Effective Time, (i) were and, in SCHEDULE 5.06, the case of Parent SEC Reports (a) were filed after the date hereof, will be prepared in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations thereunder and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) and, in the case of such forms, reports and documents filed by Parent with the SEC after the date of this Agreement, will not as of the time are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were and will be made, not misleading. None of Parent's ’s Subsidiaries is are required to file any forms, reports reports, schedules, statements or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) and schedules), contained in the Parent SEC Reports, including any Parent SEC Reports filed between the date of this Agreement and the Closing, complied or will comply, 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 or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved GAAP (except as may be indicated in the notes thereto), ) applied on a consistent basis throughout the periods involved and each fairly presents presented or will fairly present the consolidated financial position of Parent and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of Parent and stockholder equity its consolidated Subsidiaries for the periods indicated, except that the any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were have not or been and are not expected to be material in amount, individually or in the aggregate. The audited balance sheet of Parent contained in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 is referred to herein as the “Parent Balance Sheet.” (c) The chief executive officer and chief financial officer of Parent have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are compete and correct; Parent maintains “disclosure controls and procedures” (as defined in Rule 13a-14(c) under the Exchange Act); Parent is otherwise in compliance with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Filings; Financial Statements. (a) Parent has made available to Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after June 17, 1999 (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings that date. As of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06their respective dates, the Parent SEC Reports (aA) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (bB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingfiling and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amounthave a Material Adverse Effect on Parent.

SEC Filings; Financial Statements. (a) SEC Filings. Parent has filed all required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent it with the SEC since January 1, 1997, (iii) all proxy statements relating 2006. Parent has made available to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to the Company all such reports registration statements, prospectuses, reports, schedules, forms, statements and registration statements other documents in the form filed by Parent with the SEC SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents ((i)(ivincluding those that Parent may file subsequent to the date hereof) collectively, are referred to herein as the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the “Parent SEC Reports Reports.” As of their respective dates, or, if amended or supplemented prior to the date of this Agreement, as of the date of such amendment or supplement, each Parent SEC Report (ai) were prepared complied in all material respects in accordance with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports and (bii) did not at the time they were it was filed (or became effective in the case of a registration statement), or if amended amended, supplemented or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such superseding filing) , 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 therein, in the light of the circumstances under which they were made, not misleading. None of Parent's ’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount.

SEC Filings; Financial Statements. (a) Parent has filed and made available to YieldUP all forms, reports reports, and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1August 27, 19971995 (including all exhibits, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997notes, and (iv) all amendments schedules thereto and supplements to all documents incorporated by reference therein)(all such reports forms, reports, and registration statements documents, including any such forms, reports, and documents filed by Parent with the SEC ((i)(iv) collectivelyafter the date hereof, being collectively called the "PARENT Parent SEC REPORTSReports" and individually called a "Parent SEC Report"). Except as disclosed in SCHEDULE 5.06The Parent SEC Reports (i) at the time filed, with respect to all of the Parent SEC Reports (a) were prepared other than registration statements filed under the Securities Act, or at the time of their respective effective dates, with respect to registration statements filed under the Securities Act, complied, and any Parent SEC Report filed with the SEC after the date hereof will comply, as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and (bii) did not not, and any Parent SEC Report filed after the date hereof will not, at the time they were filed or at the time of their respective effective dates, as the case may be (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) ), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. Since August 27, 1995, Parent has filed in a timely manner all forms, reports, and documents that it was required to file with the SEC under the Exchange Act and the rules and regulations of the SEC. None of Parent's Subsidiaries subsidiaries is required to file any forms, reports reports, or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes theretonotes) contained in the Parent SEC Reports was at the time filed or at the time of their respective effective date, as the case may be, 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 generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents presented, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amountadjustments.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, 1999 (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT Parent SEC REPORTSReports"). Except as disclosed in SCHEDULE 5.06) pursuant to the federal securities Laws and Regulations of the SEC promulgated thereunder, the and all Parent SEC Reports (a) were prepared have been filed in all material respects on a timely basis. The Parent SEC Reports were prepared in accordance accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Exchange Act or and the Exchange Act, as the case may be, Regulations promulgated thereunder and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be indicated expressly described in the notes thereto), ) and each (iii) fairly presents the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments which were that have not or been and are not expected to be material in amountamount to Parent.

SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the “Parent SEC Reports”), which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating prior to Parent's meetings the date of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS")this Agreement. Except as disclosed in SCHEDULE 5.06, As of their respective dates the Parent SEC Reports (ai) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (bii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of Parent's Subsidiaries is required to file any forms, reports or time other documents with than the SECtime they were filed. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal and recurring year-end adjustments which were not or are not expected to be material in amounthave a Material Adverse Effect on Parent taken as a whole.

SEC Filings; Financial Statements. (a) Parent has filed all forms, statements, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31or, 1996if permissible, (ii) all other reports or registration statements filed furnished by Parent it with the SEC since January 1December 31, 1997, 2001 (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT “Parent SEC REPORTS"Reports”). Except as disclosed in SCHEDULE 5.06, the The Parent SEC Reports (ai) were prepared in all material respects in accordance with either the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (bii) did not not, at the time they were filed (or filed, or, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing) 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. None As of Parent's Subsidiaries its filing date, each Parent SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act as the case may be, and no Parent Subsidiary is required to file any formsform, reports report or other documents document with the SECSEC pursuant to the Exchange Act. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents presents, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the respective periods indicatedindicated therein, except that as otherwise noted therein (subject, in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were of a generally recurring nature). (c) Except as and to the extent set forth in the Parent SEC Reports filed by Parent prior to the date hereof, neither Parent nor any Parent Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for (i) their performance obligations under Contracts existing on the date hereof or under applicable Law, in each case to the extent arising after the date hereof, (ii) liabilities and obligations incurred in the ordinary course of business since the Audit Date and (iii) liabilities and obligations which, individually or in the aggregate, would not or are not reasonably be expected to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay Parent from performing its obligations under this Agreement, and which in each case, would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. (d) Parent has timely filed 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to any Parent SEC Report and has made such certifications and statements filed prior to the date hereof available to Parent. Parent maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Parent and the Parent Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. Section 4.07(d) of the Parent Disclosure Schedule lists, and Parent has made available to the Company, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. As used in amountthis Section 4.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (e) The management of the Parent has disclosed, based on its most recent evaluation as of the date of this Agreement, to the Parent’s outside auditors and the audit committee of the Board of Directors of the Parent (i) all significant deficiencies and all material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) known to Parent as of the date of such evaluation which are reasonably likely to materially and adversely affect the Parent’s ability to record, process, summarize and report financial data, and (ii) any fraud, whether or not material, that involved management or other employees who have a significant role in the Parent’s internal controls over financial reporting.

SEC Filings; Financial Statements. (a) Parent has made available to Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after October 1, 1999 (the "PARENT SEC REPORTS"), which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January October 1, 1997, (iii) all proxy statements relating 1999 and prior to Parent's meetings the date of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS")this Agreement. Except as disclosed in SCHEDULE 5.06, the The Parent SEC Reports (aA) were prepared complied as to Form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (bB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was (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 generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), thereto or as may be permitted by Form 10-Q or Form 10-K of the Exchange Act) and each (iii) fairly presents presented the consolidated financial position of Parent and its Subsidiaries subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments adjustments. For purposes of this Agreement, the Parent balance sheet as of March 31, 2001 (the "Parent Balance Sheet Date") as set forth in the Parent's Form 10-Q for the quarter ended March 31, 2001 shall be referred to as the "PARENT BALANCE SHEET." (c) Parent has previously furnished to Company a complete and correct copy of any amendments or modifications, which were have not or yet been filed with the SEC but which are not expected required to be material in amountfiled, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Since August 7, 2013, Parent has timely filed with or furnished to the SEC all registration statements, prospectuses, forms, reports reports, definitive proxy statements, schedules and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of it under the Securities Act or the Exchange Act, as the case may be, from and after August 7, 2013 (collectively, the “Parent SEC Filings”). Each Parent SEC Filing, as amended or supplemented if applicable, (i) as of its date, or, if amended, as of the date of the last such amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations of the SEC thereunder, applicable to such Parent SEC Filing, and (bii) did not not, at the time they were it was filed (or became effective in the case of registration statements), or, if amended or superseded by a filing prior to amended, as of the date of this Agreementthe last such amendment, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None As of Parent's Subsidiaries the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to Parent SEC Filings and, to the knowledge of Parent none of the Parent SEC Filings is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No Parent Subsidiary is required to file any forms, periodic reports or other documents with the SEC pursuant to the Exchange Act. Parent has made available to the Company complete and accurate copies of all reports, documents, claims, notices, filings, minutes, transcripts, recordings and other material correspondence between Parent and any of the Parent Subsidiaries, on the one hand, and the SEC, on the other hand, since January 1, 2012. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Filings, as amended, supplemented or restated, if applicable, was prepared in accordance with generally accepted accounting principles 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) on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto), and each fairly presents presented fairly, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its the consolidated Parent Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the respective periods indicatedindicated therein (subject, except that in the case of unaudited interim quarterly financial statements were or are subject statements, to normal and recurring year-end adjustments which were not adjustments). (c) Parent has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(d) of the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by Parent in the 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 not reasonably effective), and has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the date of this Agreement, to Parent’s outside auditors and the audit committee of Parent’s board of directors (i) any significant deficiencies and material weaknesses known to it in the design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud known to it, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (d) Except as and to the extent set forth (i) on the consolidated balance sheet of Parent and the consolidated Parent Subsidiaries as of December 31, 2012 included in Parent’s registration statement on Form S-1 filed on May 10, 2013, as amended, including the notes thereto, or (ii) in the Parent SEC Filings filed after August 7, 2013, none of Parent or any consolidated Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be material required to be reflected or reserved against on a balance sheet prepared in amountaccordance with GAAP and none have arisen since such date, except for liabilities or obligations (A) under this Agreement or incurred in connection with the Transactions, (B) incurred in the ordinary course of business consistent with past practice since December 31, 2012, (C) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or (D) incurred at the request or with the consent of the Company.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports reports, statements and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended since December 31, 19962010 (the “Parent SEC Reports”), (ii) each of which has complied in all other reports or registration statements filed by Parent material respects with the SEC since January 1applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997the Exchange Act and the rules and regulations promulgated thereunder, and (iv) all amendments the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and supplements the rules and regulations thereunder, each as in effect on the date so filed, except to all such reports and registration statements the extent updated, amended, restated or corrected by a subsequent Parent SEC Report filed by Parent with or furnished to the SEC by Parent, and in either case, publicly available prior to the date hereof ((i)(iv) collectivelyeach, the "PARENT a “Parent Filed SEC REPORTS"Report”). Except as disclosed in SCHEDULE 5.06, None of the Parent SEC Reports (aincluding any financial statements or schedules included or incorporated by reference therein) were prepared in all material respects in accordance contained when filed or currently contains, and any Parent SEC Reports filed with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior SEC subsequent to the date of this Agreementhereof will not contain, then on the date of such filing) contain any untrue statement of a material fact or omit omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required , except to file any formsthe extent updated, reports amended, restated or other documents with the SECcorrected by a subsequent Parent Filed SEC Report. (b) Each Except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report, all of the consolidated financial statements (includingincluded in the Parent SEC Reports, in each case, including any related notes thereto) contained , as filed with the SEC (those filed with the SEC are collectively referred to as the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the Parent published rules of the SEC Reports was with respect thereto and have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements as may be permitted by Regulation S-X or Regulation S-K, as applicable and subject, in the case of the unaudited statements, to normal, year-end audit adjustments which are not reasonably expected to have, individually or in the aggregate, a Parent Material Adverse Effect). The consolidated balance sheets (including the related notes) included in such Parent Financial Statements (if applicable, and each as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly presents present, in all material respects, the consolidated financial position of Parent and its the Parent Subsidiaries as at the respective dates thereof thereof, and the consolidated results statements of its operations operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and stockholder equity cash flows of Parent and the Parent Subsidiaries for the periods indicated, except that subject, in the case of the unaudited interim financial statements were or are subject statements, to normal and recurring normal, year-end audit adjustments which were not or are not reasonably expected to be material have, individually or in amountthe aggregate, a Parent Material Adverse Effect.

SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after January 1, 2002 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1such date; provided that, 1997if Parent amends any of the Parent SEC Reports, (iii) all proxy statements relating to Parent's meetings such amendment shall not mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. As of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (ai) were prepared complied or will comply in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries , provided, however, that no representation is required made with respect to file any forms, reports or other documents with information included in the SECParent SEC Reports that was provided in writing by the Company. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presents presented the consolidated financial position of Parent and its Subsidiaries consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicatedindicated (subject, except that in the case of the unaudited interim financial statements were or are subject statements, to normal and recurring year-end audit adjustments which were not or and are not expected expected, individually or in the aggregate, to be material in amount).

SEC Filings; Financial Statements. (a) Parent YieldUP has filed and made available to Parent all forms, reports reports, and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent YieldUP with the SEC since January 1, 19971996 (including all exhibits, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997notes, and schedules thereto and documents incorporated by reference therein) (ivall such forms, reports, and documents, including any such forms, reports, and documents filed with the SEC after the date hereof, being collectively called the "YieldUP SEC Reports" and individually called a "YieldUP SEC Report"). The YieldUP SEC Reports (i) all amendments and supplements at the time filed, with respect to all such reports and of the YieldUP SEC Reports other than registration statements filed by Parent under the Securities Act of 1933, as amended (the "Securities Act"), or at the time of their respective effective dates, with respect to registration statements filed under the Securities Act, complied, and any YieldUP SEC Reports filed with the SEC ((i)(iv) collectivelyafter the date hereof will comply, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and (bii) did not not, and any YieldUP SEC Reports filed after the date hereof will not, at the time they were filed or at the time of their respective effective dates, as the case may be (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) ), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount.such YieldUP

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports reports, statements and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended since December 31, 19962005 (the “Parent SEC Reports”), (ii) each of which has complied in all other reports or registration statements filed by Parent material respects with the SEC since January 1applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997the Exchange Act and the rules and regulations promulgated thereunder, and (iv) all amendments the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and supplements the rules and regulations thereunder, each as in effect on the date so filed, except to all such reports and registration statements the extent updated, amended, restated or corrected by a subsequent Parent SEC Report filed by Parent with or furnished to the SEC by Parent, and in either case, publicly available prior to the date hereof ((i)(iv) collectivelyeach, the "PARENT a “Parent Filed SEC REPORTS"Report”). Except as disclosed in SCHEDULE 5.06, None of the Parent SEC Reports (aincluding any financial statements or schedules included or incorporated by reference therein) were prepared in all material respects in accordance contained when filed or currently contains, and any Parent SEC Reports filed with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior SEC subsequent to the date of this Agreementhereof will not contain, then on the date of such filing) contain any untrue statement of a material fact or omit omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required , except to file any formsthe extent updated, reports amended, restated or other documents with the SECcorrected by a subsequent Parent Filed SEC Report. (b) Each Except to the extent updated, amended, restated or corrected by a subsequent Parent Filed SEC Report, all of the consolidated financial statements (includingincluded in the Parent SEC Reports, in each case, including any related notes thereto) contained , as filed with the SEC (those filed with the SEC are collectively referred to as the “Parent Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the Parent published rules of the SEC Reports was with respect thereto and have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as may be permitted by Form 10-Q of the SEC and subject, in the case of the unaudited statements, to normal, year-end audit adjustments which are not reasonably expected to have, individually or in the aggregate, a Parent Material Adverse Effect). The consolidated balance sheets (including the related notes) included in such Parent Financial Statements (if applicable, and each as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly presents present, in all material respects, the consolidated financial position of Parent and its the Parent Subsidiaries as at the respective dates thereof thereof, and the consolidated results statements of its operations operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent Parent Filed SEC Report) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and stockholder equity cash flows of Parent and the Parent Subsidiaries for the periods indicated, except that subject, in the case of the unaudited interim financial statements were or are subject statements, to normal and recurring normal, year-end audit adjustments which were not or are not reasonably expected to be material have, individually or in amountthe aggregate, a Parent Material Adverse Effect.

SEC Filings; Financial Statements. (a) Since January 1, 2017, Parent has has, in all material respects, timely filed with or otherwise furnished (as applicable) to the SEC all registration statements, prospectuses, forms, reports reports, proxy statements, schedules, statements and documents required to be filed or furnished by it with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of under the Securities Act or the Exchange Act, as the case may bebe (such documents and any other documents filed or furnished by Parent with the SEC since January 1, and (b) did not at 2017, as have been supplemented, modified or amended since the time they were filed (of filing, collectively, the “Parent SEC Documents”). As of their respective filing dates or, if supplemented, modified or if amended or superseded by a filing prior to the date hereof, as of this Agreement, then on the date of such filingthe most recent supplement, modification or amendment, the Parent SEC Documents (i) did not (or, with respect to the Parent 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 misleadingmisleading and (ii) complied, as of such date, as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations of the SEC thereunder and the listing and corporate governance rules and regulations of the NYSE, provided, however, in each case, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed by Parent to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. None of Parent's the Parent Subsidiaries is required to file any forms, periodic reports or other documents with the SEC. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent or any Parent Subsidiary relating to the Parent SEC Documents. To the Knowledge of Parent, as of the date hereof, none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. (b) Each of the The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and the consolidated Parent Subsidiaries (including, in each case, any related notes thereto) contained included in the Parent SEC Reports was prepared Documents (collectively, the “Parent Financial Statements”) (i) when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto and (ii) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of Parent and the consolidated Parent Subsidiaries, taken as a whole, as of the dates and for the periods referred to therein in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods involved (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of notes and except as may be indicated in the notes thereto). (c) Neither Parent nor any of the Parent Subsidiaries is a party to, and each fairly presents or has any commitment to become a party to, any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the consolidated financial position SEC), where the purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent and its Subsidiaries as at or any Parent Subsidiary in the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amountParent SEC Documents.

SEC Filings; Financial Statements. (a) Parent has filed with the SEC all formsreports, reports schedules, registration statements and documents definitive proxy statements required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 19972001 (the “Parent SEC Reports”); provided that, (iii) all proxy statements relating to Parent's meetings if Parent amends any of stockholders (whether annual the Parent SEC Reports, such amendment shall not mean or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS")imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. Except as disclosed in SCHEDULE 5.06As of their respective dates, the Parent SEC Reports and any forms, reports and other documents filed by Parent and Sub after the date of this Agreement (ai) were prepared complied or will comply in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, in each case as in effect on the date of the applicable filing, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries , provided, however, that no representation is required made with respect to file any forms, reports or other documents with information included in the SECParent SEC Reports that was provided in writing by the Company. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC) and each fairly presents presented the consolidated financial position of Parent and its Subsidiaries consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicatedindicated (subject, except that in the case of the unaudited interim financial statements were or are subject statements, to normal and recurring year-end audit adjustments which were not or and are not expected expected, individually or in the aggregate, to be material in amount).

SEC Filings; Financial Statements. (a) Company has made and will make available to Parent has a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since the filing of Company's Registration Statement on Form F-1 (the "COMPANY SEC REPORTS"), which are all the forms, reports and documents required to be filed with the SEC and has made available to the by Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, such time. The Company SEC Reports: (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (ai) were and will be prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder; and (bii) did not and will not at the time they were of filing thereof (and if any Company SEC Report filed (or if prior to the date of this Agreement was amended or superseded by a filing prior to the date of this Agreement, Agreement then also on the date of filing of such amendment or superseded filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of ParentCompany's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent Company SEC Reports (including any Company 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 United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, may not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Parent Company and its Subsidiaries as consolidated subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicatedindicated (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not or are not expected to be material in amount); and (iii) fairly presents in all material respects Company's revenue recognition policies. (c) 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 Company with the SEC pursuant to the Securities Act or the Exchange Act. (d) Company has furnished to Parent monthly unaudited consolidated balance sheets, income statements and statements of cash flows for the two-month period ended November 30, 2002, and such monthly financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and fairly present in all material respects the financial position of Company as of and for the two-month period then ended. (e) Company recognizes revenue in accordance with Statement of Position (SOP) 97-2, "Software Revenue Recognition," as amended, and SOP 98-9, "Modification of SOP 97-2, Software Revenue Recognition with Respect to Certain Transactions." Company's revenue recognition is and has been in compliance with all rules, regulations and statements of the SEC with respect thereto.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT Parent SEC REPORTSReports"). Except as disclosed in SCHEDULE 5.06, the The Parent SEC Reports (ai) at the time they were prepared filed, complied as to form in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required require to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Parent and Sub make no representation or warranty whatsoever concerning the Parent SEC Reports as of any time other than the time they were filed. None of the Parent's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) (the "Parent Financial Statements") contained in the Parent SEC Reports was has been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods period involved (except as may be indicated in the notes thereto), ) and each fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were will not or are not expected to be material in amountsignificance.

SEC Filings; Financial Statements. (a) As of their respective dates, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Securities Exchange Act of 1934, as amended (the "Exchange Act") of Parent has filed all formsprepared by it since its initial public offering (including, reports without limitation, the Registration Statement on Form S-1 with respect to its initial offering), in the form (including exhibits and documents required to be any amendments thereto) filed with the SEC U.S. Securities and has made available to Exchange Commission (the Company "SEC") (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTSParent Reports"). Except ) (i) complied as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared to form in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as and the case may be, rules and regulations thereunder and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements balance sheets included in or incorporated by reference into the Parent Reports (including, in each case, any including the related notes theretoand schedules) contained in the Parent SEC Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents the consolidated financial position of Parent as of its date, and its Subsidiaries as at the respective dates thereof and each of the consolidated results statements of its operations income, retained earnings and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and stockholder equity schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied throughout the periods indicated, except that as may be noted therein. Except as disclosed in writing to the unaudited interim financial statements were Company or are subject to normal and recurring year-end adjustments which were otherwise publicly disclosed by Parent, since the date of the most recent Parent Report, there has not been a Parent Material Adverse Effect. (b) Parent has no liabilities or are not expected to be material obligations of any nature (whether accrued, absolute, contingent or otherwise) except (i) liabilities or obligations reflected on, or reserved against in, a balance sheet of Parent or in amount.the notes thereto, prepared in

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports reports, schedules, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it since October 31, 1997 to the date hereof (collectively, as supplemented and amended since the time of filing, the "Parent SEC Reports") with the SEC. The Parent SEC and has made available to Reports, including all Parent SEC Reports filed after the Company date of this Agreement, (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports were or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were will be prepared in all material respects in accordance with the all applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to will not at the date of this Agreementtime they are filed, then on the date of such filing) contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The representation in clause (ii) of Parent's Subsidiaries is required the preceding sentence does not apply to file any forms, reports misstatement or other documents with omission in any Parent SEC Report filed prior to the SECdate of this Agreement which was superseded by a subsequent Parent SEC Report filed prior to the date of this Agreement. (b) Each of the The audited consolidated financial statements (including, and unaudited consolidated interim financial statements of Parent and its subsidiaries included or incorporated by reference in each case, any related notes thereto) contained in the such Parent SEC Reports was comply, as to form, as of the respective dates of filing with the SEC, in all material respects with all applicable Securities Act regulations and the published rules and regulations of the SEC with respect thereto and have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods involved (except as may otherwise be indicated in the notes thereto)) and present fairly, and each fairly presents in all material respects, the consolidated financial position and results of operations and cash flows of Parent and its Subsidiaries as subsidiaries on a consolidated basis at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the respective periods indicatedindicated (except, except in the case of all such financial statements that the unaudited are interim financial statements were or are subject to statements, for normal and recurring year-end adjustments adjustments). The representation in the preceding sentence does not apply to any misstatement or omission in any Parent SEC Report filed prior to the date of this Agreement which were not or are not expected was superseded by a subsequent Parent SEC Report filed prior to be material in amountthe date of this Agreement.

SEC Filings; Financial Statements. (a) Parent has filed or furnished, as applicable, on a timely basis all forms, reports statements, certifications, reports, schedules, exhibits and other documents required to be filed or furnished by it with the SEC and has made available to under the Company (i) its Annual Report on Form 10-K for Exchange Act or the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC Securities Act since January 1, 1997, 2023 (iii) all proxy statements relating to Parent's meetings the “Parent SEC Documents”). As of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements the time it was filed by Parent with the SEC ((i)(iv) collectivelyor, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) contain and, to Parent’s Knowledge, as of the time they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of Parent's Subsidiaries the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Parent SEC Documents (collectively, the “Parent Certifications”) are accurate and complete and comply as to form and content with all applicable Laws. As used in this Section 4.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required furnished, supplied or otherwise made available to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, including any related notes theretonotes) contained or incorporated by reference in the Parent SEC Reports was 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 generally accepted accounting principles applied on a consistent basis throughout the periods involved GAAP (except as may be indicated in the notes thereto)to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and each fairly presents the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or may not contain footnotes and are subject to normal and recurring year-end adjustments which were not or that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (iii) fairly present, in all material respects, the financial position of Parent as of the respective dates thereof and the results of operations and cash flows of Parent for the periods covered thereby. Other than as expressly disclosed in the Parent SEC Documents filed prior to the date hereof, there has been no material change in Parent’s accounting methods or principles that would be required to be disclosed in Parent’s financial statements in accordance with GAAP. The books of account and other financial records of Parent and each of its Subsidiaries are true and complete in all material respects. (c) Parent’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 Parent, “independent” with respect to Parent within the meaning of Regulation S-X under the Exchange Act and (iii) to the Knowledge of Parent, 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 in Section 4.7(d) of the Parent Disclosure Schedule, Parent 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 the Parent Common Stock on Nasdaq. Parent has not disclosed any unresolved comments in the Parent SEC Documents. (e) Since January 1, 2023, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, or general counsel of Parent, the Parent Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Except as set forth in Section 4.7(f) of the Parent Disclosure Schedule, Parent is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and governance rules and regulations of Nasdaq. (g) Parent 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 Parent maintains records that in reasonable detail accurately and fairly reflect Parent’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 Parent Board and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on Parent’s financial statements. Parent has evaluated the effectiveness of Parent’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Parent has disclosed to Parent’s auditors and the Audit Committee of the Parent Board (and made available to the Company a summary of the significant aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’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 Parent’s or its Subsidiaries’ internal control over financial reporting. Except as disclosed in the Parent SEC Documents filed prior to the date hereof, Parent has not identified any material weaknesses in the design or operation of Parent’s internal control over financial reporting. (h) Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the Parent Certifications and such disclosure controls and procedures are reasonably effective. Parent has carried out the evaluation of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act. (i) As of the date hereof and as of the date of effectiveness of the Registration Statement, Parent qualifies as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K as promulgated under the Securities Act. (j) Parent has not been and is not currently determined to be a “shell company” as defined under Section 12b-2 of the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with delivered or Made Available (or made available on the SEC and has made available website) to the Company accurate and complete copies of all registration statements, proxy statements, Parent Certifications (ias defined below) its Annual Report on Form 10-K for the fiscal year ended December 31and other statements, 1996reports, (ii) all schedules, forms and other reports or registration statements documents filed by Parent with the SEC since January July 1, 19972006, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) including all amendments thereto (collectively, the “Parent SEC Documents”). All statements, reports, schedules, forms and supplements other documents required to all such reports and registration statements have been filed by Parent or its officers with the SEC have been so filed on a timely basis. None of Parent’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC ((i)(iv) collectivelyor, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) contain each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None , except to the extent corrected: (A) in the case of Parent's Subsidiaries is required Parent SEC Documents filed or furnished on or prior to file any formsthe date of this Agreement that were amended or superseded on or prior to the date of this Agreement, reports by the filing or other documents with the SEC. (b) Each furnishing of the consolidated financial statements applicable amending or superseding Parent SEC Document; and (including, in each case, any related notes theretoB) contained in the Parent SEC Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount.case

SEC Filings; Financial Statements. (a) Parent has filed with the Securities and Exchange Commission (the "SEC") and has heretofore made available to the Company true and complete copies of, all forms, reports reports, schedules, statements and other documents required to be filed with by it and its subsidiaries since June 30, 1999 under the SEC Securities Act and has made available to the Company Exchange Act (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT Parent SEC REPORTSDocuments"). Except As of their respective dates or, if amended, as disclosed in SCHEDULE 5.06of the date of the last such amendment, the Parent SEC Reports (a) were prepared Documents and any forms, reports, schedules, statements and other documents Parent may file with the SEC subsequent to the date hereof until the Closing, including, without limitation, any financial statements or schedules included therein, complied or will comply in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) and 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 therein, in the light of the circumstances under which they were or will be made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements balance sheets (including, in each case, any including the related notes theretonotes) contained included in the Parent SEC Reports was Documents fairly presented in all material respects the financial position of Parent and its consolidated subsidiary as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly presented in all material respects the results of operations and cash flows of Parent and its consolidated subsidiary for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the Parent SEC Documents has been prepared in all material respects in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (involved, except as may be indicated otherwise noted therein and subject, in the notes thereto), and each fairly presents the consolidated financial position case of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not or are not expected to be material in amountadjustments.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports reports, schedules, statements and documents other documents, including any exhibits thereto, required to be filed by Parent since January 1, 2002 with the SEC (collectively, the “Parent SEC Reports”). The Parent SEC Reports, including all forms, reports and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements documents filed by Parent with the SEC since January 1, 1997after the date hereof and prior to the Acquisition Merger Effective Time, (iiii) all proxy statements relating to Parent's meetings were and, in the case of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were filed after the date hereof, will be, prepared in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations thereunder and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) and, in the case of such forms, reports and documents filed by Parent with the SEC after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Parent's the Subsidiaries of Parent is required to file any forms, reports report, schedules or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes theretoand schedules) contained in the Parent SEC Reports, including any Parent SEC Reports filed between the date of this Agreement and the Closing, complied or will comply, 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 or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved GAAP (except as may be indicated in the notes thereto), ) applied on a consistent basis throughout the periods involved and each fairly presents presented in all material respects or will fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of its the operations and cash flows of Parent and stockholder equity its consolidated Subsidiaries for the periods indicated, except as otherwise explained therein and except that the any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were have not or been made and are not expected to be material in amount, individually or in the aggregate. The unaudited balance sheet and notes related thereto of Parent contained in the Parent SEC Report on Form 10-Q for the fiscal Quarter ended September 30, 2004 is referred to herein as the “Parent Balance Sheet.” (c) The chief executive officer and chief financial officer of Parent have made all certifications required by, and would be able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Parent is otherwise in compliance with all applicable effective provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing standards and corporate governance rules of the NASDAQ. (d) Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained in the Parent SEC Reports, accurately reflects the revenues and costs relating to the Parent Material Contracts (as defined below).

SEC Filings; Financial Statements. (a) Parent has timely filed all forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31all forms, 1996reports, (ii) all schedules, statements and other reports or registration statements filed by Parent with the SEC since January 1documents, 1997including any exhibits thereto, (iii) all proxy statements relating required to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements be filed by Parent with the SEC ((i)(iv) collectively, the "PARENT Parent SEC REPORTSReports"). Except as disclosed The Parent SEC Reports, including all forms, reports and documents filed by Parent with the SEC after the date hereof and prior to the Effective Time, (i) were and, in SCHEDULE 5.06, the case of Parent SEC Reports (a) were filed after the date hereof, will be prepared in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations thereunder and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) and, in the case of such forms, reports and documents filed by Parent with the SEC after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is are required to file any forms, reports reports, schedules, statements or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes theretoand schedules) contained in the Parent SEC Reports, including any Parent SEC Reports filed between the date of this Agreement and the Closing, complied or will comply, 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 or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved GAAP (except as may be indicated in the notes thereto), ) applied on a consistent basis throughout the periods involved and each fairly presents presented or will fairly present the consolidated financial position of Parent and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows of Parent and stockholder equity its consolidated Subsidiaries for the periods indicated, except that the any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were have not or been made and are not expected to be material in amount, individually or in the aggregate. The unaudited balance sheet of Parent contained in Parent's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 is referred to herein as the "Parent Balance Sheet." (c) The chief executive officer and chief financial officer of Parent have made all certifications required by, and would be able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct; Parent maintains "disclosure controls and procedures" (as defined in Rule 13a-14(c) under the Exchange Act); Parent is otherwise in compliance with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing standards of the NYSE.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with the SEC since December 31, 1994, and has made available heretofore delivered to the Company Company, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1995 and 1996 and its Transition Report on Form 10-K for the fiscal year nine month period ended December 31September 30, 19961997, (ii) all other reports or registration statements filed by Parent with its Quarterly Reports on Form 10-Q for the SEC since January 1quarterly periods ending December 31, 1997, and ▇▇▇▇▇ ▇▇, ▇▇▇▇, (iii▇▇▇) all proxy statements relating to Parent's meetings of stockholders shareholders (whether annual or special) held since January 1December 31, 19971996, (iv) all other reports or registration statements (other than Reports on Form 10-Q not referred to in clause (ii) above) filed by Parent with the SEC since December 31, 1994, and (ivv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT Parent SEC REPORTSReports"). Except as disclosed in SCHEDULE 5.06, the The Parent SEC Reports (ai) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was has been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), thereto or in the Parent SEC Reports) and each fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount.

SEC Filings; Financial Statements. (a) Parent has made available to Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after December 31, 1999 (the "PARENT SEC REPORTS"), which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1December 31, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS")1999. Except as disclosed in SCHEDULE 5.06, the The Parent SEC Reports ▇▇▇▇▇▇▇ (a▇) were prepared ▇▇▇plied in all material respects in accordance as of their respective dates with the requirements of the Securities Act or the Exchange Act, as the case may be, and (bB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Parent and its Subsidiaries as subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which that were not or are not expected to be material in amount. (c) Parent has previously furnished to Company 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 Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) The Parent has filed all registration statements, forms, reports and other documents required to be filed by the Parent with the Securities and Exchange Commission (the “SEC”) since June 27, 2005. All such registration statements, forms, reports and other documents (including those that the Parent may file after the date hereof until the Closing Date) are referred to herein as the “Parent SEC and has made available to the Company Reports.” The Parent SEC Reports (i) its Annual Report were or will be filed on Form 10-K for the fiscal year ended December 31, 1996a timely basis, (ii) all other reports at the time filed, complied, or registration statements filed by Parent with the SEC since January 1will comply when filed, 1997, (iii) all proxy statements relating as to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared form in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to the Parent SEC Reports, and (biii) to the knowledge of the Parent, did not or will not at the time they were or are filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in the Parent SEC Reports or necessary in order to make the statements thereinin the Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes theretoand schedules) contained or incorporated by reference or to be contained or incorporated by reference in the Parent SEC Reports was at the time filed (i) complied or will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were or will be prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented or will fairly present in the notes thereto), and each fairly presents all material respects the consolidated financial position of the Parent and its Subsidiaries as at of the respective dates thereof indicated and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amountadjustments.

SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the “Parent SEC Reports”), which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating prior to Parent's meetings the date of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS")this Agreement. Except as disclosed in SCHEDULE 5.06As of their respective dates, the Parent SEC Reports Reports: (ai) were timely filed and prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports; and (bii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of Parent's Subsidiaries is required to file any forms, reports or time other documents with than the SECtime they were filed. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, at the time they were filed complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal and recurring year-end adjustments which were not or are and will not expected to be material have a Material Adverse Effect on Parent in amountthe aggregate.

SEC Filings; Financial Statements. (a) Parent Except as disclosed on Section 5.5 of the Buyer Disclosure Schedule, Buyer has filed all forms, reports reports, statements, schedules and other documents required to be filed by it with the SEC and has made available to under the Company Securities Act or the Exchange Act (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT “Buyer SEC REPORTS"Reports”). Except as disclosed in SCHEDULE 5.06, the Parent The Buyer SEC Reports (a) at the time they were prepared filed 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, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light rules and regulations promulgated thereunder. No subsidiary of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries Buyer is required to file any formsform, reports report, statement, schedule or other documents document with the SECSEC under the Securities Act or the Exchange Act. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained (or incorporated by reference) in the Parent Buyer SEC Reports was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by Form 10Q of the SEC) and each fairly presents presents, in all material respects, the consolidated financial position position, results of Parent operations and cash flows of Buyer and its Subsidiaries consolidated subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the respective periods indicatedindicated therein, except that as otherwise noted therein (subject, in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not are not, in the aggregate, material to Buyer and its subsidiaries, taken as a whole). (c) As of the Closing Date, there are no outstanding or are not unresolved comments in comment letters received from the SEC with respect to the Buyer SEC Reports that would reasonably be expected to delay Buyer’s performance of its obligations under this Agreement and the other Transaction Documents. None of the Buyer SEC Reports is the subject of ongoing SEC review that would reasonably be material in amountexpected to delay the Buyer’s performance of its obligations under this Agreement or the other Transaction Documents.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with the SEC and has made available delivered to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31accurate and complete copies of all registration statements, 1996proxy statements, (ii) all reports, schedules, forms and other reports or registration statements documents filed by Parent with the SEC since January 1December 31, 19971994 (the "Parent SEC Documents"). All statements, (iii) all proxy statements relating reports, schedules forms and other documents required to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements have been filed by Parent with the SEC ((i)(iv) collectively, have been so filed. As of the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance time it was filed with the requirements of the Securities Act or the Exchange ActSEC (or, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, including any related notes theretonotes) contained in the Parent SEC Reports was Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved covered (except as may be indicated in the notes thereto)to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and each fairly presents the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or may not contain footnotes and are subject to normal and recurring year-end adjustments which were not will not, individually or are not expected to in the aggregate, be material in amount); and (iii) fairly present the financial position of Parent as of the respective dates thereof and the results of operations and cash flows of Parent for the periods covered thereby. (c) Parent has delivered to the Company the audited balance sheet of Parent as of December 31, 1997 (the "Parent Audited Balance Sheet") and the related audited consolidated income statement, consolidated statement of stockholders' equity and consolidated statement of cash flows of Parent and its subsidiaries for the years then ended, together with the notes thereto and the unqualified report and opinion of Price Waterhouse LLP relating thereto (collectively, the "Parent Financial Statements.") The Parent Financial Statements are accurate and complete in all material respects and present fairly the consolidated financial position of Parent and its subsidiaries as of the respective dates thereof and the results of consolidated operations and consolidated cash flows of Parent and its subsidiaries for the periods covered thereby. The Parent Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered.

SEC Filings; Financial Statements. (a) Parent Buyer has filed timely filed, all registration statements, prospectuses, forms, reports and documents and related exhibits required to be filed with by it under the Securities Act or the Exchange Act, as the case may be, since December 31, 2010 (collectively, including all SEC filings filed after the date of this Agreement and has made available prior to the Company Closing, the "Buyer SEC Filings"). The Buyer SEC Filings as of the their respective filings, (i) its Annual Report on Form 10-K for were prepared, or in the fiscal year ended December 31case of any Buyer SEC Filings filed after the date of this Agreement will be prepared, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and (bii) did not at except to the time they were extent that information contained in any Buyer SEC Filing filed (or if amended with the SEC has been revised or superseded by a filing later filed Buyer SEC Filing filed prior to the date of this Agreementhereof, then on did not, or will not if filed after the date of such filing) this Agreement 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. None No Subsidiary of Parent's Subsidiaries Buyer is required subject to file any forms, reports or other documents with the SECperiodic reporting requirements of the Exchange Act. (b) Each of the consolidated financial statements (of Buyer, including, in each case, any related notes theretothereto (the "Buyer Financial Statements") contained in the Parent Buyer SEC Reports was prepared Filings present fairly, in accordance with generally accepted accounting principles applied on a consistent basis throughout all material respects, the consolidated financial position and results of operations of Buyer and its consolidated Subsidiaries as of the dates and for the periods involved indicated therein in conformity with GAAP consistently applied (except as may be indicated in the notes thereto), and each fairly presents subject, in the consolidated financial position case of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicatedunaudited statements, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were and to the exception that unaudited statements do not contain footnote disclosures. (c) Buyer has devised and maintained systems of internal accounting controls which, to the Knowledge of Buyer, are sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Buyer Financial Statements in accordance with GAAP, in all material respects, that (a) transactions are executed in accordance with its management's general or specific authorization; (b) transactions are not expected recorded as necessary to be material permit the preparation of financial statements in amountconformity with GAAP or any other criteria applicable to such statements; (c) access to its assets is permitted only in accordance with management's general or specific authorization; and (d) the recorded accountability for items is compared with the actual levels thereof at reasonable and customary intervals and appropriate action is taken with respect to any differences.

SEC Filings; Financial Statements. (a) Parent Intec has timely filed or furnished to the SEC all formsregistration statements, reports proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed furnished by Parent Intec with the SEC since January 1, 1997, 2019 (iii) all proxy statements relating to Parent's meetings the “Intec SEC Documents”). As of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements the time it was filed by Parent with the SEC ((i)(iv) collectivelyor, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) ), each of the Intec SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be). As of their respective effective dates, in the case of Intec SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, and at the time they were filed with the SEC, in the case of all other Intec SEC Documents, none of the Intec SEC Documents contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None Intec is eligible to use a Form S-3 for primary offerings of Parent's Subsidiaries is required to file any forms, reports or other documents with the SECits securities for cash under Instruction I.B.6. of Form S-3. (b) Each of the consolidated financial statements (including, in each case, including any related notes theretonotes) contained or incorporated by reference in the Parent Intec SEC Reports was Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout IFRS (with respect to the periods involved ended as of December 31, 2018) and GAAP (with respect to the period commencing as of January 1, 2019) (except as may be indicated in the notes thereto)to such financial statements or, in the case of unaudited financial statements, as permitted by Item 8.A.5 of Form 20-F of the SEC, and each fairly presents the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or may not contain footnotes and are subject to normal and recurring year-end adjustments which were not or that are not reasonably expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present in all material respects the consolidated financial position of Intec and the Intec Subsidiaries, as a whole, as of the respective dates thereof and the results of operations and cash flows of Intec for the periods covered thereby, subject to any exemptions or reliefs afforded to a reporting company that qualifies as a foreign private issuer or an emerging growth company. Other than as expressly disclosed in the Intec SEC Documents filed prior to the date hereof, there has been no material change in Intec’s or any Intec Subsidiary’s accounting methods or principles that would be required to be disclosed in Intec’s consolidated financial statements in accordance with GAAP. (c) Intec’s independent registered accounting firm has at all times since the date Intec become subject to the applicable provisions 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 Intec, “independent” with respect to Intec within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of Intec, 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. Intec’s independent registered accounting firm has not resigned or been dismissed as independent registered accountants of Intec as a result of any disagreement with Intec or any Intec Subsidiary on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (d) Except as set forth on Section ‎3.5(d) of the Intec Disclosure Schedule, Intec has not received, since January 1, 2018, any comment letter from the SEC or the staff thereof or any correspondence from officials of Nasdaq or the staff thereof relating to the delisting or maintenance of listing of the Intec Ordinary Shares on Nasdaq. Intec has delivered all of such comment letters and correspondence to Decoy. Intec has not disclosed any unresolved comments in the Intec SEC Documents. (e) Since January 1, 2018, 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 Intec, the Intec Board of Directors or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Intec is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and governance rules and regulations of The Nasdaq Capital Market and the Companies Law. The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Intec SEC Documents (collectively, the “Certifications”) in the Intec SEC Documents are accurate and complete and comply in all material respects as to form and content with all applicable Legal Requirements. (g) Intec 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 designed 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 designed to provide reasonable assurance: (i) that Intec maintains records that in reasonable detail accurately and fairly reflect Intec’s transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) all transactions are executed in accordance with authorization of management and/or the Intec Board of Directors, and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Intec’s assets that could have a material effect on Intec’s financial statements. Since January 1, 2019, neither Intec nor its independent public accounting firm has identified (i) any significant deficiency or material weakness in the design or operation of the system of internal accounting controls utilized by Intec and any Intec Subsidiaries, (ii) any fraud, whether or not material, that involves Intec, any Intec Subsidiaries, Intec’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Intec or any Intec Subsidiary or (iii) any claim or allegation regarding any of the foregoing. (h) Since January 1, 2019, Intec’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Intec in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Intec’s management as appropriate to allow timely decisions regarding required disclosure and to make the Certifications.

SEC Filings; Financial Statements. (a) Except as set forth in Section 2.6(a) of the Parent Disclosure Schedule, Parent has timely filed or furnished, as applicable, all forms, reports statements, certifications, reports, documents, proxy statements and documents exhibits and any amendments thereto required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January October 1, 19972006 (collectively with all forms, (iii) all reports, statements, documents, proxy statements relating and exhibits filed or furnished subsequent to Parent's meetings the date of stockholders (whether annual or special) since January 1, 1997this Agreement, and (iv) all any amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectivelythereto, the "PARENT “Parent SEC REPORTS"Reports”). Except as disclosed in SCHEDULE 5.06, the The Parent SEC Reports (ai) were prepared complied in all material respects in accordance respects, or, if not yet filed or furnished, will comply, as of their respective dates of filing with the SEC, with the applicable requirements of the Securities Act or Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and (bii) did not at the time they were filed (and do not, as amended and supplemented, if applicable, or, if not yet filed or if amended or superseded by a filing prior to the date of this Agreementfurnished, then on the date of such filing) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except as set forth in Schedule 2.6(a) of the Parent Disclosure Schedule, none of Parent's ’s Subsidiaries is required to file any formsform, reports report, proxy statement or other documents document with the SEC. (b) Each Except as set forth in Section 2.6(b) of the Parent Disclosure Schedule, the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was complied, as of their respective dates of filing with the SEC, and the consolidated financial statements contained in the Parent SEC Reports filed with the SEC after the date of this Agreement will comply as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and have been, and the consolidated financial statements contained in the Parent SEC Reports filed after the date of this Agreement will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout GAAP (except, in the periods involved (case of unaudited consolidated quarterly statements, as permitted by Form 10-Q under the Exchange Act and except as may be indicated in the notes thereto)) consistently applied during the periods involved, and each fairly presents present, and the financial statements contained in the Parent SEC Reports filed after the date of this Agreement will fairly present, in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity of Parent for the periods indicated, except that in the case of unaudited interim quarterly financial statements that were or are subject to normal and recurring non-material year-end adjustments adjustments. Except as set forth on Section 2.6(b) of the Parent Disclosure Schedule, there are no material off balance sheet arrangements, within the meaning of Item 303 of Regulation S-K of the SEC, to which were Parent or any of its Subsidiaries is a party or by which any of its assets is bound which is not disclosed in the consolidated financial statements contained in the Parent SEC Reports. (c) Except as set forth in Section 2.6(c) of the Parent Disclosure Schedule and except for those liabilities and obligations that are reflected or reserved against on the statement of financial condition dated September 30, 2008, contained in Parent’s Annual Report on Form 10-K for the year ended September 30, 2008, or in the footnotes to such statement of financial condition, neither Parent nor any of its Subsidiaries has any material liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent, known, unknown or otherwise), except for (i) liabilities or obligations incurred since September 30, 2008, in the Parent’s Ordinary Course of Business, none of which has had or is likely to have a Parent Material Adverse Effect, (ii) liabilities for fees and expenses incurred in connection with the transactions contemplated by this Agreement, (iii) obligations specifically set forth in this Agreement and (iv) liabilities that, individually or in the aggregate, are not expected immaterial to the financial condition or operating results of Parent and its Subsidiaries, taken as a whole. (d) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. Parent maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing 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 Parent, (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 Parent are being made only in accordance with authorizations of management and directors of Parent, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on its financial statements. Parent has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Parent Board (A) any significant deficiencies in amountthe design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and has identified for Parent’s auditors and audit committee of the Parent Board any material weaknesses in internal control over financial reporting and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Parent has made available to the Company (i) a summary of any such disclosure made by management to Parent’s auditors and audit committee since October 1, 2006, and (ii) any communication since October 1, 2006, made by management or Parent’s auditors to the audit committee required or contemplated by the audit committee’s charter or the professional standards of the Public Company Accounting Oversight Board. Since October 1, 2006, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from Parent employees regarding questionable accounting or auditing matters, have been received by Parent. Parent has made available to the Company a summary of all complaints or concerns relating to other matters made since October 1, 2006, through Parent’s whistleblower hot-line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to Parent’s chief legal officer, audit committee (or other committee designated for the purpose) of the Parent Board or the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting, including in instances not required by those rules. (e) Parent has devised and maintained systems of internal accounting controls that are sufficient to be in compliance, in all material respects, with applicable Laws. (f) Parent has heretofore furnished the Company with its Regulatory Accounting Reports and Regulatory Accounting Reports filed by any Subsidiary after October 1, 2006 and prior to the date hereof.

SEC Filings; Financial Statements. (a) As promptly as practicable, the Parent has filed all formsshall prepare and file a Current Report on Form 8-K to report the execution of this Agreement and the Closing, reports and documents together with, or incorporating by reference, such information that may be required to be disclosed with respect to the transaction contemplated by this Agreement in any report or form to be filed with the SEC SEC, and has made available the Parent shall reasonably consider any comments of the Sellers provided in advance of filing of such Form 8-K. (b) The Sellers shall use their commercially reasonable efforts to prepare, or assist the Parent in causing to be prepared, as promptly as practicable, and in any event no later than 75 days following the Closing Date, any financial statements of the Companies that the Parent is required to file pursuant to Form 8-K, Rule 3-05 or Article 11 of Regulation S-X under the Exchange Act or pursuant to the Company (i) Securities Act, and shall use its Annual Report on Form 10-K commercially reasonable efforts to obtain the consents of the Companies’ auditor with respect thereto as may be required by applicable Law, all in a form reasonably acceptable to the Parent for the fiscal year ended December 31Parent to satisfy its reporting obligations under applicable Law, 1996a securities exchange, a securities market or a self-regulatory agency (iiincluding financial reporting obligations and filing of financial statements related thereto). (c) all other reports With respect to any material weaknesses (or registration statements filed a series of control deficiencies that collectively are deemed to constitute a material weakness) in the effectiveness of the Companies’ internal control over financial reporting identified by Parent with any Company or the SEC since January 1, 1997, (iii) all proxy statements relating Companies’ auditors prior to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectivelyClosing, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, Companies shall promptly notify the Parent SEC Reports (a) were prepared in all thereof and use its commercially reasonable efforts to rectify such material respects in accordance with the requirements weakness or series of the Securities Act or the Exchange Actcontrol deficiencies, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount.

SEC Filings; Financial Statements. (a) Parent has made available to Company a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC for the 36 months prior to the date of this Agreement (the "Parent SEC Reports"), which, to Parent's knowledge, are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1for the 36 months prior to the date of this Agreement. As of their respective dates, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06knowledge, the Parent SEC Reports Reports: (ai) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (bii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of Parent's Subsidiaries is required to file any forms, reports or time other documents with than the SECtime they were filed. (b) Each To Parent's knowledge, each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-QSB of the Exchange Act) and each fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to have a Material Adverse Effect on Parent taken as a whole. (c) Parent has previously furnished to Company 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 material in amountfiled, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports reports, statements, schedules and other documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent it with the SEC since January 1, 19972001 (such forms, reports, statements, schedules and other documents, including any such forms, reports, statements, schedules and other documents filed subsequent to the date hereof, being, collectively, the "Parent Reports"). The Parent Reports (iiii) at the time they were filed or, if amended, as of the date of such amendment, complied in all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997material respects, and (iv) all amendments and supplements to all such reports and registration statements each report subsequently filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared will comply in all material respects in accordance respects, with the all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, each as in effect on the date so filed, and (bii) did not or will not, at the time they were filed (or will be filed, or, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing) 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. None No subsidiary of Parent's Subsidiaries Parent is required to file any formsform, reports report or other documents document with the SEC. Except as set forth in Section 4.06 of the Parent Disclosure Schedule, Parent has not received any non-routine inquires or interrogatories, whether in writing or otherwise, from the SEC, the NYSE or any other Governmental Authority or, to the knowledge of Parent, 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 Parent Reports or any of the information contained therein. True and complete copies of any such written inquires or interrogatories have been furnished to the Company, and the Company 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 related notes thereto) contained in the Parent SEC Reports was or will be prepared in accordance with generally accepted accounting principles US GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents or will fairly present, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its Subsidiaries consolidated subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the respective periods indicatedindicated therein, except that as otherwise noted therein (subject, in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were adjustments). (c) Except as and to the extent set forth in the Parent Reports, none of Parent nor any of its subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), in each case that is required by US GAAP to be set forth on a consolidated balance sheet of Parent or in the notes thereto, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2001, and would not or are not reasonably be expected to be material in amounthave a Parent Material Adverse Effect.

SEC Filings; Financial Statements. (a) To the knowledge of the Parent: (a) the Parent has timely filed and made available to Company all forms, reports reports, schedules, statements and other documents required to be filed with by the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, ) and (b) the Parent SEC Reports at the time filed, (ai) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act or and the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), as the case may be, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is With respect to any Parent SEC Report filed, or required to file any formsbe filed, reports on or other documents with after June 14, 2006 and prior to the SECClosing Date, the representations set forth in this Section 5.4(a) shall be deemed given without the knowledge caveat of the Parent. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) notes), contained in the Parent SEC Reports, including any Parent SEC Reports filed after the date of this Agreement until the Closing, complied, as of its respective filing date, to the knowledge of the Parent, 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 generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents presented the consolidated financial position of the Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. (c) Between January 1, 2006 and the date hereof, except as disclosed in the Parent SEC Reports, there has not been any change in the business, operations or financial condition of the Parent that has had or reasonably would be expected to have a material adverse effect on the Parent. (d) The Parent and Merger Sub do not have any liability or obligation (absolute, accrued, contingent or otherwise) other than those which arose in the ordinary course of their respective activities or under this Agreement. (e) Nothing has come to the attention of the Parent which would indicate: (i) that the accounting firm of Dale Matheson Carr-Hilton Labonte, which has expressed its opi▇▇▇▇ ▇▇ ▇▇▇▇ec▇ ▇▇ ▇▇▇ c▇▇▇▇▇▇▇ated financial statements of Parent for the fiscal year ended December 31, 2005 (the "AUDIT OPINION"), is not independent of Parent pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC, or that such firm was not otherwise qualified to render the Audit Opinion and complete its review under applicable law; or (ii) that since March 3, 2005, either Parent or, to the knowledge of Parent, any director, officer or employee, of Parent, 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 Parent or its internal accounting controls, including any complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices.

SEC Filings; Financial Statements. (a) Parent has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC and has made available to under the Company (i) its Annual Report on Form 10-K for Exchange Act or the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC Securities Act since January 1, 19972015 (the forms, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual statements, reports and documents filed or special) furnished since January 1, 19972015 and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Parent SEC Reports”). Each of the Parent SEC Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and any rules and regulations promulgated thereunder applicable to the Parent SEC Reports. As of their respective dates (iv) all amendments and supplements or, if amended prior to all the date hereof, as of the date of such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"amendment). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) As of the date of this Agreement, Parent has timely responded to all comment letters of the staff of the SEC relating to the Parent SEC Reports, and the SEC has not advised Parent that any final responses are inadequate, insufficient or otherwise non-responsive. Parent has made available to the Company true, correct and complete copies of all comment letters, written inquiries and enforcement correspondence between the SEC, on the one hand, and Parent and any of its Subsidiaries, on the other hand, occurring since January 1, 2015. To the Knowledge of Parent, as of the date of this Agreement, none of the Parent SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. (c) Each of the consolidated financial statements (including, in each case, any related notes or schedules thereto) contained included in or incorporated by reference into the Parent SEC Reports was prepared fairly presents, in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)all material respects, and each fairly presents the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof of its date, and each of the consolidated results statements of its operations income, changes in stockholders’ equity (deficit) and cash flows included in or incorporated by reference into the Parent SEC Reports (including any related notes and stockholder equity schedules) fairly presents in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of such companies for the periods indicatedset forth therein (except as indicated in the notes thereto, except that and in the case of unaudited interim financial statements were or are statements, as may be permitted by the rules of the SEC, and subject to normal and recurring year-end audit adjustments which were that will not or are not expected to be material in amountamount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein (the “Parent Financial Statements”). (d) Parent has designed and maintains a system of internal accounting controls 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. Since January 1, 2017, Parent and each of its Subsidiaries has designed and maintained 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 there have been no instances of fraud, whether or not material, involving the management of Parent or other employees of Parent who have a significant role in the internal control over financial reporting of Parent, and such system is effective in providing such assurance. Since January 1, 2017, Parent and each of its Subsidiaries (i) has had in place disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed and maintained to ensure that information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and, to the Knowledge of Parent, such disclosure controls and procedures are effective (ii) has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, to Parent’s auditors and the audit committee of the Board of Directors of Parent (and made summaries of such disclosures available to the Company) (A) (i) any significant deficiencies in the design or operation of internal control over financial reporting that would adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information, and (ii) any material weakness in internal control over financial reporting, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. Each of Parent and its Subsidiaries have materially complied with or substantially addressed such deficiencies, material weaknesses or fraud. Parent is in compliance in all material respects with all effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Reports, and the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of this Section 3.5(e), “principal executive officer” and “principal financial officer” have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. None of Parent or any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers in violation of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Neither the Parent or any of its Subsidiaries nor, to the Knowledge of Parent any director, officer, employee, or internal or external auditor of Parent or any of its Subsidiaries has received or otherwise had or obtained actual knowledge of any substantive material complaint, allegation, assertion or claim, whether written or oral, that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

SEC Filings; Financial Statements. (a) Parent has made available to the Company and the Stockholder a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the “Parent SEC Reports”), which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating prior to Parent's meetings the date of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements this Agreement. All Parent SEC Reports required to all such reports and registration statements be filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS")since its inception were filed in a timely manner. Except as disclosed in SCHEDULE 5.06, As of their respective dates the Parent SEC Reports Reports: (ai) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (bii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning any Parent SEC Report as of Parent's Subsidiaries is required any time other than the date or period with respect to file any forms, reports or other documents with the SECwhich it was filed. (b) Each Except as set forth in Schedule 3.7(b), each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal and recurring year-end adjustments which were not or are not expected to be material in amounthave a Material Adverse Effect on Parent taken as a whole.

SEC Filings; Financial Statements. (a) As of their respective dates, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) of Parent has filed all formsprepared by it since the initial registration of its shares (including, reports and documents required to be filed with the SEC and has made available to the Company (i) without limitation, its Annual Report Registration Statement on Form 10-K for SB), in the fiscal year ended December 31, 1996, form (iiincluding exhibits and any amendments thereto) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, U.S. Securities and Exchange Commission (iiithe “SEC”) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except “Parent Reports”) (i) complied as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared to form in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as and the case may be, rules and regulations thereunder and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date. None Each of Parent's Subsidiaries is required the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents the consolidated financial position of Parent as of its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to file any formsnormal year-end audit adjustments), reports or other documents in each case in accordance with GAAP consistently applied throughout the SECperiods indicated, except as may be noted therein. Since the date of the most recent Parent Report, there has not been a Parent Material Adverse Effect. (b) Each As of the consolidated financial statements (including, in each case, any related notes thereto) contained date of the balance sheet set forth in the Parent SEC Reports was Reports, Parent had no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (i) liabilities or obligations reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis throughout the periods involved (except as may be indicated and included in the notes thereto), Parent Reports and each fairly presents (ii) liabilities or obligations incurred in the consolidated financial position ordinary course of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments business which were not or are not expected to be material in amountamounts.

SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report and registration statement (the “Parent SEC Reports”) filed by Parent with the Securities and Exchange Commission (“SEC”) and any state securities regulation agencies, which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating prior to Parent's meetings the date of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements this Agreement. All Parent SEC Reports required to all such reports and registration statements be filed by Parent with in the SEC twelve ((i)(iv12) collectively, month period prior to the "PARENT SEC REPORTS")date of this Agreement were filed in a timely manner. Except as disclosed in SCHEDULE 5.06, As of their respective dates the Parent SEC Reports Reports: (ai) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (bii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning any Parent SEC Report as of Parent's Subsidiaries is required any time other than the date or period with respect to file any forms, reports or other documents with the SECwhich it was filed. (b) Each Except as set forth in Schedule 3.7(b), each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles US GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-QSB of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal and recurring year-end adjustments which were not or are not expected to be material in amounthave a Material Adverse Effect on Parent taken as a whole.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and other documents (including exhibits and all other information incorporated by reference) required to be filed by Parent with the SEC and has made available to the Company since December 31, 2012, including (i) its Annual Report Reports on Form 10-K for the fiscal year ended years ended, December 31, 19962012, December 31, 2013 and December 31, 2014, respectively, (ii) all proxy statements relating to Parent’s meetings of stockholders (whether annual or special) held since December 31, 2012, (iii) all other reports or registration statements filed by Parent with the SEC since January 1December 31, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 19972012, and (iv) all amendments and supplements to all such reports and registration statements the foregoing filed by Parent with the SEC since December 31, 2012 ((i)(iv) collectively, the "PARENT “Parent SEC REPORTS"Reports”). Except as disclosed in SCHEDULE 5.06, the The Parent SEC Reports (aA) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (bB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Reports. To the Knowledge of Parent, none of the Parent SEC Reports is subject to ongoing SEC review. None of Parent's the Parent Subsidiaries is required to file any forms, reports or other documents with the SEC, other than as part of Parent’s consolidated group. Parent is and has been since December 31, 2012 in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in or incorporated by reference into the Parent SEC Reports at the time filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates and was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (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 fairly presents in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements included therein were or are subject to normal and recurring year-end adjustments which were as permitted by GAAP. The books and records of Parent and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. As of the date of this Agreement, BDO USA, LLP has not resigned or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (c) Parent has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are not expected designed to provide reasonable assurance that material information (both financial and non-financial) relating to Parent and its Subsidiaries required to be disclosed by Parent in the reports that it files with the SEC 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 Parent’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure and to make the certifications of the principal executive officer and the principal financial officer of Parent required by ▇▇▇▇▇▇▇▇-▇▇▇▇▇ with respect to such reports. (d) Parent has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act). Such internal controls are designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Since December 31, 2012 through the date of this Agreement, Parent has disclosed to Parent’s auditors or audit committee, to the extent required by ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and the Exchange Act, and based upon the most recent evaluation of the principal executive officer and principal financial officer of Parent’s internal controls over financial reporting (i) any significant deficiencies (as defined in Section 4.7(d)) or material weaknesses (as defined in amountSection 4.7(d)) in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect Parent’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 Parent’s internal controls over financial reporting. Parent has made available to the Company a summary of any such disclosure regarding material weaknesses and fraud made by management to Parent’s auditors and audit committee since December 31, 2012 through the date of this Agreement.

SEC Filings; Financial Statements. (a) Since January 1, 2023, Parent has filed with or furnished to the SEC all reports, registration statements, forms, reports statements, prospectuses, schedules and documents other documents, together with any amendments thereto, required to be filed with under the Securities Act and the Exchange Act (all such reports, registration statements and documents are collectively referred to herein as the “Parent SEC and has made available Reports”). As of their respective filing dates (or if amended or superseded by a filing prior to the Company (i) its Annual Report date of this Agreement, on Form 10-K for the fiscal year ended December 31date of such filing), 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the each Parent SEC Reports (a) were Report was prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and each Parent SEC Report filed subsequent to the date of this Agreement and prior to the earlier of the Effective Time and the termination of this Agreement will comply on its face as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports. (b) did not at the time they were filed As of their respective filing dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) ), each Parent SEC Report did not, and each Parent SEC Report filed subsequent to the date of this Agreement and prior to the earlier of Effective Time and the termination of this Agreement 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 therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required , provided that the foregoing does not apply to file any formsstatements in or omissions in the Company Disclosure Information or Seller Disclosure Information, reports or other documents with the SECas applicable. (bc) Each of the consolidated The financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was complied in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), ) and each fairly presents present in all material respects the consolidated financial position position, results of operations and cash flows of Parent and its Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicatedindicated therein, except that the unaudited interim financial statements were were, are or are will be subject to normal and recurring year-end adjustments which were not or are not expected to be material to Parent. 51 (d) Parent and each of its officers are in amountcompliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Parent maintains a system of internal 52 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 generally accepted accounting principles 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 existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (e) Since January 1, 2023, Parent has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq, and has not since January 1, 2023 received any notice asserting any non-compliance with the listing requirements of Nasdaq.

SEC Filings; Financial Statements. (a) Parent Buyer has filed all forms, reports and documents required to be filed with the SEC and has heretofore made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31true and complete copies of, 1996all forms, (ii) all reports, schedules, statements, exhibits and other reports or registration statements documents required to be filed by Parent it and its subsidiaries on or since June 30, 2007 under the Securities Act (as defined below) and the Exchange Act (as defined below) (collectively, the “Buyer SEC Documents”), and will promptly make available to the Company all such forms, reports, schedules, statements, exhibits and other documents as are filed prior to the Closing. As of their respective dates or, if amended, as of the date of the last such amendment, the Buyer SEC Documents and any forms, reports, schedules, statements, exhibits and other documents Buyer may file with the SEC since January 1subsequent to the date hereof until the Closing, 1997including, (iii) all proxy without limitation, any financial statements relating to Parent's meetings of stockholders (whether annual or special) since January 1schedules included therein, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared complied or will comply in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) and 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 therein, in the light of the circumstances under which they were or will be made, not misleading. None The financial statements of Parent's Subsidiaries is required to file any formsBuyer and its subsidiaries, reports or other documents including all related notes and schedules, contained in Buyer SEC Documents complied in all material respects with applicable accounting requirements and the SEC. (b) Each published rules and regulations of the consolidated financial statements (includingSEC with respect thereto, in each case, any related notes thereto) contained in the Parent SEC Reports was were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto), and each fairly presents present (on a consolidated basis, if applicable) (a) the consolidated financial position of Parent Buyer, as of the dates thereof, and (b) its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and operations, cash flows and stockholder changes in stockholders’ equity for the periods indicatedthen ended (subject, except that in the case of the unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not or are not expected to be material in amountadjustments).

SEC Filings; Financial Statements. (a) Parent has filed or otherwise transmitted all forms, reports reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent it with the SEC since January 1December 26, 1997, 2010 (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports forms, reports, statements, certificates and registration statements other documents filed by Parent with the SEC ((i)(iv) since December 26, 2010, collectively, the "PARENT Parent SEC REPORTSReports"). Except Each of the Parent SEC Reports, as disclosed in SCHEDULE 5.06amended, complied, and each of the Parent SEC Reports (a) were prepared filed subsequent to the date of this Agreement will comply, as to form in all material respects in accordance with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder and the Exchange ActAct and the rules and regulations promulgated thereunder, each as in effect on the date so filed. As of its filing date, none of the Parent SEC Reports filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementwhen filed, then on the date of such filing) 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 therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required , except to file the extent that the information in any forms, reports Parent SEC Report has been amended or other documents with superseded by a later Parent SEC Report filed prior to the SECdate hereof. (b) Each of Except to the consolidated extent that the information in any Parent SEC Report has been amended or superseded by a later Parent SEC Report filed prior to the date hereof, the financial statements (including, in each case, any including all related notes theretoand schedules) contained of Parent and its subsidiaries included in the Parent SEC Reports was present fairly in all material respects the consolidated financial position of Parent and its subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) and were prepared in accordance conformity with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis throughout during the periods involved (except as may be expressly indicated therein or in the notes thereto). (c) Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Parent has been and each fairly presents is in compliance with (i) the consolidated applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ, except in the case of clauses (i) and (ii) for any such noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect with respect to Parent. (d) Parent's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial position officer of Parent by others within Parent to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Parent has evaluated the effectiveness of Parent's disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its Subsidiaries conclusions about the effectiveness of the disclosure controls and procedures as at of the respective dates thereof and end of the consolidated results period covered by such report or amendment based on such evaluation. (e) Based on its most recently completed evaluation of its operations system of internal control over financial reporting prior to the date of this Agreement, (i) to the knowledge of Parent, Parent had no significant deficiencies or 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 Parent's ability to record, process, summarize and cash flows report financial information and stockholder equity (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent's internal control over financial reporting. (f) Except (i) as reflected, accrued or reserved against in (A) Parent's consolidated balance sheet as of December 26, 2010 (or the notes thereto) included in Parent's Annual Report on Form 10-K filed prior to the date of this Agreement for the periods indicatedfiscal year ended December 26, 2010, or (B) Parent's consolidated balance sheet as of March 27, 2011 (or the notes thereto) included in the Parent's Quarterly Report on Form 10-Q filed on May 5, 2011 for the fiscal quarter ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) for liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement and (iv) for liabilities or obligations incurred pursuant to the transactions contemplated by this Agreement, neither Parent nor any of its subsidiaries has any liabilities, commitments or obligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not accrued, matured or un-matured or otherwise, other than those which have not had, individually or in the aggregate, a Material Adverse Effect with respect to Parent. (g) Merger Sub has no liabilities or obligations, except that the unaudited interim financial statements were as set forth in this Agreement. (h) Merger LLC has no liabilities or are subject to normal and recurring year-end adjustments which were not or are not expected to be material obligations, except as set forth in amountthis Agreement.

SEC Filings; Financial Statements. (a) Parent Buyer has made available to the Sellers a correct and complete copy of each report, registration statement and definitive proxy statement filed by Buyer with the Securities and Exchange Commission (the “SEC”) (the “Buyer SEC Reports”) on or since January 1, 2008, which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent Buyer with the SEC since January 1, 1997, such date. As of their respective dates the Buyer SEC Reports: (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (ai) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Buyer SEC Reports, and (bii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Buyer makes no representation or warranty whatsoever concerning the Buyer SEC Reports as of Parent's Subsidiaries is required to file any forms, reports or time other documents with than the SECtime they were filed. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in Buyer SEC Reports, including each Buyer SEC Report filed after the Parent date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC Reports with respect thereto, was or will be prepared in accordance with generally accepted accounting principles US GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as Buyer at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal and recurring year-end adjustments which were not or are not expected to be have a material in amountadverse effect on Buyer taken as a whole.

SEC Filings; Financial Statements. (a) Parent Seller has filed all forms, reports and documents required to be filed by it with the SEC and has made available to the Company since December 31, 2004, including (i) its all Annual Report Reports on Form 10-K for the fiscal year ended December 31, 1996K, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to Parent's meetings of stockholders shareholders (whether annual or special) since January 1), 1997, and (iv) all amendments Reports on Form 8-K, (v) all other reports or registration statements, and (vi) all amendments, exhibits and supplements to all such reports and registration statements (collectively, the “Seller SEC Reports”). The Seller SEC Reports, including all forms, reports and documents to be filed by Parent Seller with the SEC after the date hereof and prior to the Effective Time, ((i)(ivi) collectivelywere and, in the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent case of Seller SEC Reports (a) were filed after the date hereof, will be prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as and the case may bepublished rules and regulations of the SEC thereunder, and (bii) did not at as of the time they were filed, and in the case of such forms, reports and documents filed (or if amended or superseded by a filing prior to Seller with the SEC after the date of this Agreement, then on will not as of the date of such filing) time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were and will be made, not misleading. None No Seller Subsidiary is subject to the periodic reporting requirements of Parent's Subsidiaries the Exchange Act. There is required no unresolved violation of the Exchange Act or the published rules and regulations of the SEC asserted by the SEC or any other Governmental Entity with respect to file any forms, reports or other documents with the SECSeller SEC Reports. (b) Each of the consolidated financial statements (including, in each case, including any related notes thereto) contained in the Parent Seller SEC Reports was prepared in accordance with generally accepted accounting principles the rules and regulations of the SEC and GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act) and each presented fairly presents or, in the case of Seller SEC Reports filed after the date hereof, will present fairly, in all material respects, the consolidated financial position position, results of Parent operations and its cash flows of Seller and the consolidated Subsidiaries of Seller as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the respective periods indicatedindicated therein, except that as otherwise noted therein (subject, in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were have not or been and are not expected to be material, individually or in the aggregate). (c) The Chief Executive Officer and Chief Financial Officer of Seller have each executed, delivered and filed with applicable Seller SEC Reports the certificates required under Section 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (d) The information supplied by Seller for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Seller, (ii) the time of the Seller Shareholders Meeting and (iii) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in amountorder to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Seller or any Subsidiary of Seller, or their respective officers or directors, that should be set forth in an amendment or a supplement to the Proxy Statement should be discovered by Seller, Seller shall promptly inform Buyer thereof. All documents that Seller is responsible for filing with the SEC in connection with the Contemplated Transactions by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements. (a) Parent has filed or furnished, or will file or furnish, as applicable, on a timely basis all forms, reports statements, certifications, reports, schedules and documents required to be filed or furnished by it with the SEC and has made available under the Exchange Act or the Securities Act since September 29, 2017 (such date, the “Parent Reference Date”), including those filed or furnished subsequent to the Company Agreement Date, including any amendments thereto (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT “Parent SEC REPORTS"Reports”). Except Each of the Parent SEC Reports, at the time of its filing or being furnished (or if amended, at the time of such amendment) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the Parent SEC Reports. As of their respective dates (or, if amended, as disclosed in SCHEDULE 5.06of the date of such amendment), the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes or schedules thereto) contained included in or incorporated by reference into the Parent SEC Reports was prepared (the “Parent Financial Statements”) (i) complied, or if filed after the Agreement Date will comply, as of its respective dates of filing, in each case in all material respects, with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (ii) has been prepared, or if filed after the Agreement Date, will be prepared, in accordance with generally accepted accounting principles IFRS in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and (iii) fairly presents, and each or if filed after the Agreement Date, will fairly presents present, in all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof (taking into account the notes thereto). The balance sheet of Parent as of June 30, 2018 (the “Parent Balance Sheet Date”) included in the Parent Financial Statements is hereinafter referred to as the “Parent Balance Sheet.” (c) Parent has provided to the Company a true and correct copy of any written disclosure by any representative of Parent to Parent’s independent auditors relating to any significant deficiencies in the consolidated results design or operation of its operations internal controls that would adversely affect the ability of Parent to record, process, summarize and cash flows report financial data and stockholder equity for any material weaknesses in internal controls. To the periods indicatedKnowledge of Parent, except that no fraud, whether or not material, involving management or other Parent Employees who have a significant role in the unaudited interim internal control over financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amountreporting of Parent has been committed.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports reports, certifications and other documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1December 31, 19972022. All such registration statements, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1forms, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by other documents are referred to herein as the “Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, Reports.” All of the Parent SEC Reports (a) were prepared filed on a timely basis, (b) at the time filed, complied as to form in all material respects in accordance with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act applicable to such Parent SEC Reports and (bc) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading, in any material respect. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes theretoand schedules) contained in the Parent SEC Reports was at the time filed (a) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (b) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved and at the dates involved (except as may be indicated in the notes thereto)to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act) and each (c) fairly presents presented in accordance with GAAP the consolidated financial position of Parent and its Subsidiaries as at of the respective dates thereof indicated and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amountadjustments.

SEC Filings; Financial Statements. (a) Except as set forth in Section 3.7 of the Parent Disclosure Schedule, Parent has filed all forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report Reports on Form 10-K for the fiscal year years ended December August 31, 19961996 and 1997, (ii) its Quarterly Reports on Form 10-Q for the periods ended November 30, 1997, February 28, 1998 and May 31, 1998, (iii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January September 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC since September 1, 1997 ((i)(iv) collectively, the "PARENT Parent SEC REPORTSReports"). Except as disclosed in SCHEDULE 5.06Section 3.7 of the Parent Disclosure Schedule, the Parent SEC Reports (ai) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, as in effect on the date such Parent SEC Reports were filed (including the reconciliation of all financial statements to United States generally accepted accounting principles), and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except as set forth in Section 3.7 of the Parent Disclosure Schedule, none of the Parent's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements 14 20 were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount.. SECTION

SEC Filings; Financial Statements. (a) Parent Since January 1, 2014, Buyer has timely filed (including any extension permitted under the SEC’s rules) or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports reports, definitive proxy statements, schedules, statements and documents required to be filed with or furnished by it under the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of the Securities 1933 Act or the Securities Exchange Act of 1934 (the “Exchange Act”), as the case may be, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “Sarbanes Oxley Act”) such documents and any other documents filed by Buyer with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Buyer SEC Documents”). As of their respective filing dates, the Buyer SEC Documents (bi) did not at the time they were filed (or if amended or superseded by a filing prior with respect to Buyer SEC Documents filed after the date of this Agreementhereof, then on the date of such filingwill not) contain any untrue statement of a any 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. None of Parent's Subsidiaries is required to file any forms, reports misleading and (ii) complied (or other documents will comply) in all material respects with the SECapplicable requirements of the Exchange Act or the 1933 Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of the SEC under each of those statutes, rules, and regulations. (b) Each All of the consolidated audited financial statements (including, in each case, any related notes thereto) contained and unaudited interim financial statements of Buyer included in the Parent Buyer SEC Reports was Documents (i) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of Buyer in all material respects, (ii) have been or will be, as the case may be, prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto)thereto or, and each fairly presents in the consolidated financial position case of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to statements, for normal and recurring year-end adjustments which were not or that are not expected to be material in amountamount or nature and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (iii) fairly and accurately present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Buyer as of the dates and for the periods referred to therein. Without limiting the generality of the foregoing, (i) no independent public accountant of Buyer has resigned or been dismissed as independent public accountant of Buyer as a result of or in connection with any disagreement with Buyer on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of Buyer has failed in 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 Buyer with the SEC since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (iii) no enforcement action has been initiated or, to the knowledge of Buyer, threatened against Buyer by the SEC relating to disclosures contained in any Buyer SEC Document.

SEC Filings; Financial Statements. (a) Parent Learn2 has filed all forms, reports reports, statements and other documents required to be filed with the SEC since January 1, 1999, and has made available heretofore delivered to E-Stamp (to the Company extent not publicly available in ▇▇▇▇▇ format on the SEC's web site), in the form filed with the SEC since such date, together with any amendments thereto, all of its (i) its Annual Report Reports on Form 10-K for the fiscal year ended December 31, 1996K, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1), 1997, and (iv) all amendments reports on Form 8-K and supplements to all such (v) other reports and or registration statements filed by Parent with the SEC Learn2 ((i)(iv) collectively, whether or not required to be delivered to E-Stamp, the "PARENT LEARN2 SEC REPORTSReports"). Except as disclosed in SCHEDULE 5.06As of their respective filing dates, the Parent Learn2 SEC Reports (ai) were prepared complied as to form in all material respects in accordance with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may beapplicable, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the The audited consolidated financial statements and unaudited interim financial statements of Learn2 included in Learn2 SEC Reports (includingor incorporated by reference therein), in each case, any including all related notes thereto) contained in and schedules (the Parent SEC Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto"LEARN2 FINANCIAL STATEMENTS"), complied in all material respects with applicable accounting requirements and each with the published rules and regulations of the SEC with respect thereto. The Learn2 Financial Statements present fairly presents in all material respects the consolidated financial position of Parent Learn2 and its Subsidiaries any Learn2 Subsidiary as at the respective dates thereof and the consolidated results of its operations and cash flows of Learn2 and stockholder equity any Learn2 Subsidiary for the periods indicated, in accordance with GAAP applied on a consistent basis in all material respects throughout the periods involved (except that as may be noted therein) and subject in the unaudited case of interim financial statements were or are subject to normal and recurring year-end adjustments which were not and the absence of footnotes. (c) To the knowledge of Learn2, there are no liabilities or obligations (whether absolute or contingent, matured or unmatured) of Learn2 or any Learn2 Subsidiary that are not expected to be material reflected, or reserved against, in amountthe Learn2 Financial Statements, except for those (i) that are set forth in Section 3.07 of the Learn2 Disclosure Letter, (ii) that may have been incurred after December 31, 2000 in the Ordinary Course of Business or (iii) that would not have a Learn2 Material Adverse Effect.

SEC Filings; Financial Statements. (a) Parent has filed all All reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed with the SEC and has made available to or furnished by the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1October 9, 1997, 2019 (iiithe “Parent SEC Documents”) all proxy statements relating to Parent's meetings have been filed or furnished with the SEC on a timely basis. As of stockholders (whether annual the time it was filed or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent furnished with the SEC ((i)(iv) collectivelyor, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing): (i) contain each of the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and NASDAQ (as the case may be) and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents; and (ii) none of the Parent SEC Documents contained when filed or furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), and each Parent SEC Document filed or furnished subsequent to the date hereof will not 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 therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, including any related notes or schedules thereto) contained or incorporated by reference in the Parent SEC Reports was prepared Documents: (i) complied as to form in accordance all material respects with generally accepted accounting principles applied on a consistent basis throughout the periods involved published rules and regulations of the SEC applicable thereto applicable to Parent; and (except as may be indicated ii) fairly present, in all material respects, the notes thereto), and each fairly presents the consolidated financial position of Parent and its Subsidiaries as at of the respective dates thereof and the consolidated results of its operations operations, changes in equity and cash flows and stockholder equity of Parent for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amountcovered thereby.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed by it with the SEC Securities and has made available to Exchange Commission (the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special"SEC") since January 1June 23, 1997, and 1999 through the date of this Agreement (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06As of the respective dates they were filed, (i) the Parent SEC Reports (a) were prepared prepared, and all forms, reports and documents filed with the SEC after the date of this Agreement and prior to the Effective Time will be prepared, in all material respects in accordance with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and (bii) did not at none of the time they were Parent SEC Reports contained, nor will any forms, reports and documents filed (or if amended or superseded by a filing prior to after the date of this AgreementAgreement and prior to the Effective Time contain, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries No Parent Subsidiary is required to file any formsform, reports report or other documents document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was and in any form, report or document filed after the date of this Agreement and prior to the Effective Time was, or will be, as the case may be, prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents presented or will present fairly, in all material respects, the consolidated financial position of Parent and its the consolidated Parent Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the respective periods indicatedindicated therein, except that as otherwise noted therein (subject, in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not or and are not expected expected, individually or in the aggregate, to be have a Parent Material Adverse Effect). (c) Except as set forth in Section 4.07 of the Parent Disclosure Schedule, there are no material debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable ("PARENT LIABILITIES") of Parent or the Parent Subsidiaries, other than (i) Parent Liabilities reflected or reserved against on the consolidated balance sheet of Parent and the Parent Subsidiaries as of September 30, 1999 and (ii) Parent Liabilities incurred in amountthe ordinary course of business, consistent with the past practice of Parent and the Parent Subsidiaries, in each case, except as would not have a Parent Material Adverse Effect.

SEC Filings; Financial Statements. (a) Since February 1, 2014, Parent has timely filed with or otherwise furnished to the SEC (as applicable) in all material respects all registration statements, prospectuses, forms, reports reports, proxy statements, schedules, statements and documents required to be filed with or furnished by it to the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of under the Securities Act or the Exchange Act, as the case may bebe (such documents and any other documents filed or furnished by Parent with the SEC, and (b) did not at as have been supplemented, modified or amended since the time they were filed (of filing, collectively, the “Parent SEC Documents”). As of their respective filing dates or, if supplemented, modified or if amended or superseded by a filing prior to the date hereof, as of this Agreement, then on the date of such filingthe most recent supplement, modification or amendment, the Parent SEC Documents (i) did not (or, with respect to the Parent 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 misleadingmisleading and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations of the SEC applicable thereunder and the listing and corporate governance rules and regulations of NASDAQ. None of Parent's the Parent Subsidiaries is required to file any forms, periodic reports or other documents with the SEC. As of the date of this Agreement, to the Knowledge of Parent, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent or any Parent Subsidiary relating to the Parent SEC Reports. (b) Each of the The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and the consolidated Parent Subsidiaries (including, in each case, any related notes thereto) contained included in the Parent SEC Reports was prepared Documents (collectively, the “Parent Financial Statements”) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of Parent and the consolidated Parent Subsidiaries as of the dates and for the periods referred to therein in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods involved (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of notes and except as may be indicated in the notes thereto). (c) As of the date hereof, and each fairly presents neither Parent nor any of the consolidated financial position Parent Subsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Parent and its Subsidiaries as at or any Parent Subsidiary in the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amountParent SEC Documents.

SEC Filings; Financial Statements. (a) The Parent has made available to the Company (except to the extent available through ▇▇▇▇▇) a correct and complete copy of each report, registration statement and definitive proxy statement filed by the Parent with the SEC (the “Parent SEC Reports”), which are all the forms, reports and documents required to be filed with by the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating prior to Parent's meetings the date of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS")this Agreement. Except as disclosed in SCHEDULE 5.06As of their respective dates, the Parent SEC Reports Reports: (ai) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports; and (bii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, the Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of Parent's Subsidiaries is required to file any forms, reports or time other documents with than the SECtime they were filed. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-QSB of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of the Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal and recurring year-end adjustments which were not or are not reasonably expected to be material in amounthave a Material Adverse Effect on the Parent taken as a whole.

SEC Filings; Financial Statements. (a) Parent has filed all registration statements, forms, reports and other documents required to be filed with by the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, Securities and Exchange Commission (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special“SEC”) since January 1June 30, 19972003, and (iv) all amendments and supplements to all of which are publicly available on the SEC’s ▇▇▇▇▇ system. All such registration statements, forms, reports and registration statements filed by other documents are referred to herein as the “Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Reports.” The Parent SEC Reports (ai) at the time filed, were prepared in compliance in all material respects in accordance with the applicable requirements of the Securities Act or of 1933 and the Securities Exchange ActAct of 1934, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries As used in this Section 4.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is required furnished, supplied or otherwise made available to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes theretoand schedules) contained in or incorporated by reference in the Parent SEC Reports was at the time filed (i) complied 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) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretoto such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act). Each of the consolidated balance sheets (including, in each case, any related notes and each schedules) contained or incorporated by reference in the Parent SEC Reports at the time filed fairly presents presented in all material respects the consolidated financial position of the Parent and its Subsidiaries subsidiaries as at of the respective dates thereof indicated and each of the consolidated results statements of its operations operations, shareholders’ equity and cash flows contained or incorporated by reference in the Parent SEC Reports (including, in each case, any related notes and stockholder schedules) fairly presents in all material respects the results of operations, changes in shareholders’ equity and cash flows, as the case may be, of the Parent and its subsidiaries for the periods indicatedset forth therein, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. (c) To Parent’s knowledge, its stock option grant practices comply with applicable law and any non-cash compensation expense related to stock option grants, if any, has been properly recorded in Parent’s financial statements in accordance with GAAP.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to the effective date of the registration statement for Parent's meetings of stockholders (whether annual or special) since January 1initial public offering. All such required forms, 1997, and (iv) all amendments and supplements to all such reports and documents (including the registration statements filed by statement for Parent's initial public offering and such forms, reports and documents that Parent with may file subsequent to the SEC ((i)(ivdate hereof) collectively, are referred to herein as the "PARENT Parent SEC REPORTS"). Except as disclosed in SCHEDULE 5.06Reports." As of their respective dates, the Parent SEC Reports (ai) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and the case may berules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementfiling, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required , except to file any forms, reports or other documents with the SECextent corrected by a subsequently filed Parent SEC Report that was filed prior to the Agreement Date. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "Parent Financials"): (i) complied, or will comply, as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was prepared prepared, or will be prepared, in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods 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 1O-Q, 8-K or any successor form under the Exchange Act); and (iii) fairly presented, and each or will fairly presents present, in all material respects the consolidated financial position of Parent and its Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not or are not expected adjustments. The audited balance sheet of Parent contained in Parent SEC Reports as of December 31, 1999 is hereinafter referred to as the "Parent Balance Sheet." Except as disclosed in the Parent Financials, since December 31, 1999 neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities incurred since the date of the Parent Balance Sheet in amountthe ordinary course of business consistent with past practices and liabilities incurred in connection with this Agreement.

SEC Filings; Financial Statements. (ai) The Company has made available to Parent has a correct and complete copy of each report, schedule, registration statement (but only such registration statements that have become effective prior to the date hereof) and definitive proxy statement filed by the Company with the SEC on or since January 1, 2002 and prior to the date of this Agreement (the "Company SEC Reports"), which are all the forms, reports and documents required to be filed with the SEC and has made available to by the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1such date; provided that, 1997if the Company amends any of the Company SEC Reports, (iii) all proxy statements relating to Parent's meetings such amendment shall not mean or imply that any representation or warranty in this Agreement was not true when made or became untrue thereafter. As of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectivelytheir respective dates, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent Company SEC Reports (aA) were prepared complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable thereto, and (bB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading, provided, however, that no representation is made with respect to information included in the Company SEC Reports that was provided in writing by Parent. None of Parentthe Company's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC. (bii) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent Company SEC Reports was complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q or the Exchange Act regulations promulgated by the SEC), and each fairly presents presented the consolidated financial position of Parent the Company and its Subsidiaries consolidated subsidiaries in all material respects as at of the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicatedindicated (subject, except that in the case of the unaudited interim financial statements were or are subject statements, to normal and recurring year-end audit adjustments which were not or and are not expected expected, individually or in the aggregate, to be material in amount).

SEC Filings; Financial Statements. (a) Parent has made available to the Company a correct and complete copy of each report, registration statement and definitive proxy statement filed by Parent with the SEC (the "PARENT SEC REPORTS"), which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating prior to Parent's meetings the date of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS")this Agreement. Except as disclosed in SCHEDULE 5.06As of their respective dates, the Parent SEC Reports Reports: (ai) were timely filed and prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports; and (bii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of Parent's Subsidiaries is required to file any forms, reports or time other documents with than the SECtime they were filed. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Reports, including each Parent SEC Report filed after the date hereof until the Closing, at the time they were filed complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were were, are or are will be subject to normal and recurring year-end adjustments which were not or are and will not expected to be material have a Material Adverse Effect on Parent in amountthe aggregate.

SEC Filings; Financial Statements. (a) Parent Buyer has timely filed all formseach report, reports schedule, form, statement and documents other document required to be filed with the SEC and has made available to the Company since January 28, 2008 (i) its Annual Report on Form 10-K for the fiscal year ended December 31such documents, 1996, (ii) all other reports or registration statements together with any documents filed during such period by Parent Buyer with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectivelyon a voluntary basis on Current Reports on Form 6-K, the "PARENT “Buyer SEC REPORTS"Reports”). Except as disclosed in SCHEDULE 5.06As of their respective filing dates (or, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this AgreementSigning Date, then on the date of such filing), the Buyer SEC Reports complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) contain applicable to such Buyer SEC Reports, and none of the Buyer SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements statement therein, in the light of the circumstances under which they were made, not misleading. None The financial statement (including the related notes and schedules) of Parent's Subsidiaries is required Buyer included in, or incorporated by reference into, the Buyer SEC Reports (the “Buyer SEC Financial Statements”) comply as to file any forms, reports or other documents form in all material respects with applicable accounting requirements and the SEC. (b) Each published rules and regulations of the consolidated financial statements (includingSEC with respect thereto, in each case, any related notes thereto) contained in the Parent SEC Reports was have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of quarterly statements, as indicated in the notes thereto) applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto)) and present fairly, and each fairly presents in all material respects, the consolidated financial position of Parent and its Subsidiaries Buyer as at of the respective dates thereof and the consolidated results of its their operations and cash flows and stockholder equity for the periods indicatedthen ended (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end audit adjustments which were not or are not expected to be material in amountand the absence of footnotes.

SEC Filings; Financial Statements. (a) Parent has filed all reports, schedules, forms, reports statements and other documents (including all exhibits thereto) required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent it with the SEC since January 1December 31, 1997, 1998 (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT Post-1998 Parent SEC REPORTSDocuments"). Except as disclosed set forth in SCHEDULE 5.06, the Parent SEC Reports Documents, the Post-1998 Parent SEC Documents (ai) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except as set forth in Section 3.07 of the Parent Disclosure Schedule, none of the Parent's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SECSEC periodic reports pursuant to the Exchange Act. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Post-1998 Parent SEC Reports Documents was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes theretothereto or in the Post-1998 Parent SEC Documents), and each fairly presents in all material respects, the consolidated financial position of Parent and its Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements (i) should be read in conjunction with the Parent's consolidated financial statements contained in the Parent 2000 Form 10-K, and (ii) were or are subject to normal and recurring year-year end adjustments which were not or are not expected to be material in amount. The fact that Parent amends any of the Post-1998 Parent SEC Documents in response to comments received from the staff of the SEC upon its review of the Joint Proxy Statement/Prospectus shall not, in and of itself and without regard to the substance of any such amendment, be deemed prima facie or conclusive evidence that the representation and warranty contained in this Section 3.07(b) is not true and correct. (c) The projections of the Parent revenues and net income for the calendar quarters ended September 30, 2001 and December 31, 2001, previously delivered to the Company, were prepared in good faith and, to the Parent's knowledge, are reasonable as of the date hereof, except as they may be affected by conditions in the semiconductor industry generally or the discrete electronics component industry generally, the effects of the announcement of the transactions contemplated by this Agreement (including, without limitation, personnel changes and any disruption of customer, supplier or employee relationships), or changes in economic, regulatory or political conditions generally or in any region in the world.

SEC Filings; Financial Statements. (a) Parent has timely filed all forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31all forms, 1996reports, (ii) all schedules, statements and other reports or registration statements documents required to be filed by Parent with the SEC since January 1June 30, 1997, 2001 (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the The Parent SEC Reports (ai) were prepared at the time filed, complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is subsidiaries are required to file any forms, reports reports, schedules, statements or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) notes), contained in the Parent SEC Reports, including any Parent 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 SEC with respect thereto, was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents presented the consolidated financial position of Parent and its Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. (c) Except as otherwise disclosed on Schedule 4.11(c), Parent has not, since December 31, 2003, entered into any material contracts (as defined in Regulation S-K). Parent has furnished copies of all material contracts identified on Schedule 4.11(c), to the Company.

SEC Filings; Financial Statements. (a) Parent has filed or otherwise transmitted all forms, reports reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent it with the SEC since January 1December 26, 1997, 2010 (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports forms, reports, statements, certificates and registration statements other documents filed by Parent with the SEC ((i)(iv) since December 26, 2010, collectively, the "PARENT “Parent SEC REPORTS"Reports”). Except Each of the Parent SEC Reports, as disclosed in SCHEDULE 5.06amended, complied, and each of the Parent SEC Reports (a) were prepared filed subsequent to the date of this Agreement will comply, as to form in all material respects in accordance with the applicable requirements of the Securities Act or and the rules and regulations promulgated thereunder and the Exchange ActAct and the rules and regulations promulgated thereunder, each as in effect on the date so filed. As of its filing date, none of the Parent SEC Reports filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementwhen filed, then on the date of such filing) 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 therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required , except to file the extent that the information in any forms, reports Parent SEC Report has been amended or other documents with superseded by a later Parent SEC Report filed prior to the SECdate hereof. (b) Each of Except to the consolidated extent that the information in any Parent SEC Report has been amended or superseded by a later Parent SEC Report filed prior to the date hereof, the financial statements (including, in each case, any including all related notes theretoand schedules) contained of Parent and its subsidiaries included in the Parent SEC Reports was present fairly in all material respects the consolidated financial position of Parent and its subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) and were prepared in accordance conformity with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis throughout during the periods involved (except as may be expressly indicated therein or in the notes thereto). (c) Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Parent has been and each fairly presents is in compliance with (i) the consolidated applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ, except in the case of clauses (i) and (ii) for any such noncompliance that would not, individually or in the aggregate, have a Material Adverse Effect with respect to Parent. (d) Parent’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are designed to ensure that information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial position officer of Parent by others within Parent to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Parent has evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Report that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its Subsidiaries conclusions about the effectiveness of the disclosure controls and procedures as at of the respective dates thereof and end of the consolidated results period covered by such report or amendment based on such evaluation. (e) Based on its most recently completed evaluation of its operations system of internal control over financial reporting prior to the date of this Agreement, (i) to the knowledge of Parent, Parent had no significant deficiencies or 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 Parent’s ability to record, process, summarize and cash flows report financial information and stockholder equity (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (f) Except (i) as reflected, accrued or reserved against in (A) Parent’s consolidated balance sheet as of December 26, 2010 (or the notes thereto) included in Parent’s Annual Report on Form 10-K filed prior to the date of this Agreement for the periods indicatedfiscal year ended December 26, 2010, or (B) Parent’s consolidated balance sheet as of March 27, 2011 (or the notes thereto) included in the Parent’s Quarterly Report on Form 10-Q filed on May 5, 2011 for the fiscal quarter ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) for liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement and (iv) for liabilities or obligations incurred pursuant to the transactions contemplated by this Agreement, neither Parent nor any of its subsidiaries has any liabilities, commitments or obligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not accrued, matured or un-matured or otherwise, other than those which have not had, individually or in the aggregate, a Material Adverse Effect with respect to Parent. (g) Merger Sub has no liabilities or obligations, except that the unaudited interim financial statements were as set forth in this Agreement. (h) Merger LLC has no liabilities or are subject to normal and recurring year-end adjustments which were not or are not expected to be material obligations, except as set forth in amountthis Agreement.

SEC Filings; Financial Statements. (ai) Parent has filed all All forms, reports reports, statements, information and other documents required to be filed with by the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 19972006 (collectively, (iiithe “Parent SEC Documents”) all proxy statements relating to Parent's meetings have been timely filed. As of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements the time it was filed by Parent with the SEC ((i)(iv) collectivelyor, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) contain each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules promulgated thereunder; and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (bii) Each of the consolidated Chief Executive Officer, President and Chief Financial Officer of the Parent has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, with respect to the applicable Parent SEC Documents filed prior to the date of this Agreement and the statements contained in such certifications are accurate in all material respects as of the filing thereof. (iii) The financial statements (including, in each case, including any related notes theretonotes) contained in the Parent SEC Reports was prepared Documents fairly present, in all material respects, the consolidated financial position of the Parent and its Subsidiaries as of the respective dates thereof and the consolidated results of operations of the Parent and its Subsidiaries for the periods covered thereby in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved covered (except as may be indicated in the notes thereto)to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and each fairly presents except that unaudited financial statements may not contain footnotes and are subject to year-end adjustments). Neither the consolidated financial position Parent nor any of its Subsidiaries has any liabilities that would be required to be disclosed on a balance sheet of the Parent and its Subsidiaries as at prepared in accordance with GAAP, except for (i) liabilities set forth on the respective dates thereof and face of the consolidated results financials statements contained in the Parent SEC Documents, (ii) liabilities that have arisen after the date of the most recent financial statements included in the Parent SEC Documents in the Ordinary Course of Business, (iii) liabilities incurred in the Ordinary Course of Business for future obligations under any Contracts to which the Parent or any of its operations Subsidiaries is a party in effect as of the date hereof (or under any Contracts to which the Parent or any of its Subsidiaries is a party entered into by the Parent or any of its Subsidiaries subsequent to the date hereof in the Ordinary Course of Business) and cash flows that do not result from any breach of such Contracts, (iv) liabilities reserved against in the most recent balance sheet contained in the Parent SEC Documents (but only to the extent of such reserves) or (v) liabilities that have not had and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were would not or are not reasonably be expected to be have a material in amountadverse effect on the business, assets or properties of the Parent and its Subsidiaries taken as a whole.

SEC Filings; Financial Statements. (a) Parent The Company and Seller have made available to Buyer a correct and complete copy, or there has been available on the E▇▇▇▇ system maintained by the SEC, copies of each report, registration statement and definitive proxy statement filed by the Company with the SEC for the five (5) years prior to the date of this Agreement (the “SEC Reports”), which are all the forms, reports and documents required to be filed by the Company with the SEC and has made available for the five (5) years prior to the Company date of this Agreement. As of their respective dates, the SEC Reports: (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports, and (bii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each The Company is subject to the reporting and filing requirements of the consolidated Exchange Act. The Company is not aware of any deficient or outstanding filings or unresolved staff comments with the SEC as of the date of this Agreement in connection with any of its filing requirements (c) Each set of financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was (collectively, the “Financial Statements”) comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles GAAP, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q promulgated under the Exchange Act) and each fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries as the Company at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to have a Material Adverse Effect. (d) As of the date of all balance sheets included in the SEC Reports, except as and to the extent reflected or reserved against therein, the Company had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of the Company, in accordance with GAAP. All statements of operations, stockholders’ equity and cash flows included in the SEC Reports reflect fairly the information required to be set forth therein by GAAP. (e) Since January 1, 2006, the Company has maintained a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is 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. (f) The books and records, financial and otherwise, of the Company are in all material aspects complete and correct and have been maintained in amountaccordance with good business and accounting practices.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports reports, statements, schedules and other documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent it with the SEC since January 1, 1997, 2014 (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by the “Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"Reports”). Except as disclosed in SCHEDULE 5.06, the The Parent SEC Reports (ai) at the time they were prepared filed 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 Act, the Exchange Act and the Sarbanes Oxley Act, as the case may be, and the rules and regulations promulgated thereunder, and (bii) did not not, at the time they were filed (or filed, and, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing) 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. None No Subsidiary of Parent's Subsidiaries Parent is required to file any formsform, reports report, statement, schedule or other documents document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained (or incorporated by reference) in the Parent SEC Reports was prepared (i) from, and in accordance with, the books and records of Parent and its Subsidiaries in all material respects and (ii) in all material respects in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by the SEC) and each fairly presents presents, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the respective periods indicatedindicated therein, except that as otherwise noted therein (subject, in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments adjustments). (c) Neither Parent nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent, determined, determinable or otherwise and whether due or to become due), except for liabilities and obligations (i) reflected or reserved against on the consolidated balance sheet of Parent and its consolidated Subsidiaries as at December 31, 2015, including the notes thereto, or (ii) incurred in the ordinary course of business consistent with past practice since December 31, 2015, which were would not have a Parent Material Adverse Effect. (d) As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent, (i) none of the Parent SEC Reports is the subject of ongoing SEC review and (ii) there are not no inquiries or investigations by the SEC or any Governmental Authority or any internal investigations pending or threatened in writing, in each case regarding any accounting practices of Parent or any of its Subsidiaries. (e) The management of Parent has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) reasonably designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is in all material respects made known to the principal executive officer and the principal financial and accounting officer of Parent by others within those entities. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting, (i) Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to be adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) to the knowledge of Parent, Parent does not have any fraud that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (f) Since January 1, 2014, subject to any applicable grace periods, Parent has been in and is in material compliance with the applicable provisions of the Sarbanes Oxley Act and the applicable rules and regulations of the NYSE. (g) Neither Parent 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, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in amountItem 303(a) of Regulation S-K under the Securities Act), where the result, purpose or effect of such contract, agreement or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the Parent SEC Reports (including any audited financial statements and unaudited interim financial statements of Parent included therein).

SEC Filings; Financial Statements. (a) Parent has filed all All reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated therein) required to be filed with the SEC and has made available to or furnished by the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1October 9, 1997, 2019 (iiithe “Parent SEC Documents”) all proxy statements relating to Parent's meetings have been filed or furnished with the SEC on a timely basis. As of stockholders (whether annual the time it was filed or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent furnished with the SEC ((i)(iv) collectivelyor, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing): (i) contain each of the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and NASDAQ (as the case may be) and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents; and (ii) none of the Parent SEC Documents contained when filed or furnished (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), and each Parent SEC Document filed or furnished subsequent to the date hereof will not 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 therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, including any related notes or schedules thereto) contained or incorporated by reference in the Parent SEC Reports was prepared Documents: (i) complied as to form in accordance all material respects with generally accepted accounting principles applied on a consistent basis throughout the periods involved published rules and regulations of the SEC applicable thereto applicable to Parent; and (except as may be indicated ii) fairly present, in all material respects, the notes thereto), and each fairly presents the consolidated financial position of Parent and its Subsidiaries as at of the respective dates thereof and the consolidated results of its operations operations, changes in equity and cash flows and stockholder equity of Parent for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amountcovered thereby.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with the SEC and has made or will make available to the Company (i) a true and complete copy of its latest Annual Report on Form 10-K for the fiscal year ended December 31K, 1996definitive proxy statement, (ii) annual report to shareholders and all other periodic reports or registration statements filed by Parent with the SEC Securities and Exchange Commission ("SEC") since January 1, 1997, (iii) all proxy statements relating to the end of Parent's meetings last fiscal year (collectively, as supplemented and amended since the time of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectivelyfiling, the "PARENT Parent SEC REPORTSReports"). Except as disclosed in SCHEDULE 5.06The Parent SEC Reports, the including all Parent SEC Reports filed after the date of this Agreement, (ai) were or will be prepared in all material respects in accordance with the all applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to will not at the date of this Agreementtime they are filed, then on the date of such filing) contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The representation in clause (ii) of Parent's Subsidiaries is required the preceding sentence does not apply to file any forms, reports misstatement or other documents with omission in any Parent SEC Report filed prior to the SECdate of this Agreement which was superseded by a subsequent Parent SEC Report filed prior to the date of this Agreement. (b) Each of the The audited consolidated financial statements (including, and unaudited consolidated interim financial statements of Parent and its Subsidiaries included or incorporated by reference in each case, any related notes thereto) contained in the such Parent SEC Reports was have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout during the periods involved (except as may otherwise be indicated in the notes thereto)) and present fairly, and each fairly presents in all material respects, the consolidated financial position and results of operations and cash flows of Parent and its Subsidiaries as on a consolidated basis at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the respective periods indicatedindicated (except, except in the case of all such financial statements that the unaudited are interim financial statements were or are subject to statements, for normal and recurring year-end adjustments which were not or are not expected to be material in amountadjustments).

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with the SEC and has made available to the Company accurate and complete copies (iexcluding copies of exhibits) its Annual Report of each report, registration statement (on a form other than Form 10-K for the fiscal year ended December 31, 1996, (iiS-8) all other reports or registration statements and definitive proxy statement filed by Parent with the SEC since between January 1, 1997, 2000 and the date of this Agreement (iii) all proxy statements relating to Parent's meetings the "Parent SEC Documents"). As of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements the time it was filed by Parent with the SEC ((i)(iv) collectivelyor, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) contain each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained as of the date they were filed any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as any such statements were corrected in any subsequently filed Parent SEC Documents. None Parent is eligible to use Form S-3 for registration of Parent's Subsidiaries is required to file any forms, reports or other documents with securities of Parent under the SECSecurities Act. (b) Each of the The consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (covered, except as may be indicated in the notes thereto)to such consolidated financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and each except that unaudited financial statements may not contain a full set of footnotes and are subject to year-end audit adjustments, and except that the financial statements may have been amended due to subsequent events as reflected in subsequently filed Parent SEC Documents; and (iii) fairly presents present in all material respects the consolidated financial position of Parent and its Subsidiaries as at of the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity of Parent for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amountcovered thereby.

SEC Filings; Financial Statements. (a) Except as set forth in Schedule 4.10, Parent has timely filed with the Securities and Exchange Commission (the “SEC”) all reports, schedules, forms, reports statements and other documents (including exhibits) required to be filed by it under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) from January 1, 2000 through the date of this Agreement. All reports, schedules, forms, statements and other documents (including exhibits) filed by Seller with the SEC and has made available pursuant to the Company (i) its Annual Report on Form 10-K for Securities Act and the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC Exchange Act since January 1, 1997, (iii) all proxy statements relating 2000 are referred to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with herein as the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the “Parent SEC Reports Filings.” The Parent SEC Filings (ai) were prepared in compliance, in all material respects in accordance respects, with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations thereunder, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Filings or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not false or misleading, and (iii) in the event of subsequent modifications of the circumstances or the basis on which they had been made, were, to the extent required by the Securities Act and the Exchange Act, as the case may be, timely amended prior to the date of this Agreement in order to make them not false or misleading in any material respect in the light of such new circumstances or basis; provided, however, that Parent is not making any representations with respect to information contained in the Parent SEC Filings that does not relate to the Business or the Purchased Assets. None of Parent's the Subsidiaries is required to file any forms, reports or other documents with the SEC. Except as set forth in Schedule 4.10(a), all documents required to be filed as exhibits to the Parent SEC Filings have been so filed and Parent has made available to Buyer all exhibits to the Parent SEC Filings filed prior to the date hereof, and will promptly make available to Buyer all exhibits to any additional Parent SEC Filings filed prior to the Closing. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports Filings, (i) was complete and correct in all material respects as of their respective dates, (ii) complied as to form in all material respects with the then current published rules and regulations of the SEC with respect thereto, (iii) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and each (iv) fairly presents presented the consolidated financial position of Parent and its Subsidiaries as subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not not, or are not expected to be be, material in amount. The consolidated financial statements contained in the Parent SEC Filings are referred to hereinafter as the “Financial Statements.” At the respective dates of the Financial Statements, there were no material Liabilities of Seller, which, in accordance with generally accepted accounting principles, should have been reserved for in the Financial Statements and/or disclosed in the notes thereto, which are not reserved for in the Financial Statements and/or disclosed in the notes thereto. (c) Parent has heretofore furnished to Buyer 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 Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has made available to the Company each report, registration statement and definitive proxy statement filed by Parent with the SEC for the 36 months prior to the date of this Agreement (the "Parent SEC Reports"), which, to Parent's knowledge, are all the forms, reports reports, statements and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1for the 36 months prior to the date of this Agreement. As of their respective dates (and with respect to Parent SEC Reports filed prior to September 30, 19972004, (iii) all proxy statements relating to the knowledge of Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports Reports: (ai) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (bii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent set forth in the preceding sentence, Parent makes no representation or warranty whatsoever concerning the Parent SEC Reports as of Parent's Subsidiaries is required to file any forms, reports or time other documents with than the SECtime they were filed. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (and with respect to financial statements (and notes thereto) contained in Parent SEC Reports filed prior to September 30, 2004, to the knowledge of Parent), complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-QSB of the Exchange Act) and each fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to have a Material Adverse Effect on Parent taken as a whole. (c) Parent has previously furnished to Company 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 material in amountfiled, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act, each of which are listed on the Parent Schedules.

SEC Filings; Financial Statements. (a) Parent has filed filed, and --------------------------------- made available to the Company and its representatives, all forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent it with the SEC since January 1, 1997, 2000 through the date of this Agreement (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT Parent SEC REPORTSReports"). Except as disclosed in SCHEDULE 5.06As of the ------------------ respective dates they were filed, (i) the Parent SEC Reports (a) were prepared prepared, and all forms, reports and documents filed with the SEC after the date of this Agreement and prior to the Effective Time will be prepared, in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (bii) did not at none of the time they were Parent SEC Reports contained, nor will any forms, reports and documents filed (or if amended or superseded by a filing prior to after the date of this AgreementAgreement and prior to the Effective Time contain, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required , except to file any forms, reports or other documents with the SECextent superceded by a Parent SEC Report filed subsequently and prior to the date hereof. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was and in any form, report or document filed after the date of this Agreement and prior to the Effective Time was, or will be, as the case may be, prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by GAAP) and each fairly presents presented or will present fairly, in all material respects, the consolidated financial position of Parent and its Subsidiaries consolidated subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the respective periods indicatedindicated therein, except that as otherwise noted therein (subject, in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were that would not or are not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect). (c) As of the date of this Agreement, there are no Liabilities of Parent or any Parent Subsidiary ("Parent Liabilities") that are required by GAAP -------------------- to be material reflected on the balance sheets of Parent or any Parent Subsidiary, other than Liabilities (i) reflected or reserved against on the consolidated balance sheet of Parent and the Parent Subsidiaries as of September 30, 2000 and (ii) other Parent Liabilities incurred in amountthe ordinary course of business, consistent with the past practice of Parent and the Parent Subsidiaries that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports reports, schedules, statements and documents other documents, including any exhibits thereto, required to be filed by Parent since January 1, 2002 with the SEC (collectively, the "Parent SEC Reports"). The Parent SEC Reports, including all forms, reports and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements documents filed by Parent with the SEC since January 1, 1997after the date hereof and prior to the Acquisition Merger Effective Time, (iiii) all proxy statements relating to Parent's meetings were and, in the case of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were filed after the date hereof, will be, prepared in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations thereunder and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) and, in the case of such forms, reports and documents filed by Parent with the SEC after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Parent's the Subsidiaries of Parent is required to file any forms, reports report, schedules or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes theretoand schedules) contained in the Parent SEC Reports, including any Parent SEC Reports filed between the date of this Agreement and the Closing, complied or will comply, 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 or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved GAAP (except as may be indicated in the notes thereto), ) applied on a consistent basis throughout the periods involved and each fairly presents presented in all material respects or will fairly present in all material respects the 38 consolidated financial position of Parent and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of its the operations and cash flows of Parent and stockholder equity its consolidated Subsidiaries for the periods indicated, except as otherwise explained therein and except that the any unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were have not or been made and are not expected to be material in amount, individually or in the aggregate. The unaudited balance sheet and notes related thereto of Parent contained in the Parent SEC Report on Form 10-Q for the fiscal Quarter ended September 30, 2004 is referred to herein as the "Parent Balance Sheet." (c) The chief executive officer and chief financial officer of Parent have made all certifications required by, and would be able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates pursuant to, Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct, and Parent is otherwise in compliance with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing standards and corporate governance rules of the NASDAQ. (d) Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained in the Parent SEC Reports, accurately reflects the revenues and costs relating to the Parent Material Contracts (as defined below).

SEC Filings; Financial Statements. (a) Parent Peak has made and will make available (whether directly or via the ▇▇▇▇▇ system) to S&G a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Peak with the Securities and Exchange Commission (“SEC”) since June 30, 2004 (the “Peak SEC Reports”), which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent Peak with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS")time. Except as disclosed set forth in SCHEDULE 5.06, Section 2.7 of the Parent Peak Disclosure Schedule the Peak SEC Reports (ain each case as of its date, or if amended, as finally amended prior to the date of this Agreement): (i) were and will be prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder; and (bii) did not and will not at the time they were filed (or if amended or superseded by a of filing prior to thereof with the date of this Agreement, then on the date of such filing) SEC contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Peak’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent Peak SEC Reports (including any Peak SEC Report filed after the date of this Agreement), as the same may be amended or supplemented: (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 or if amended as of the date of the last such amendment filed prior to the date hereof; and (ii) was and will be prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, may not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents in all material respects the consolidated financial position of Parent Peak and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicatedindicated (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not or are not expected to be material in amount).

SEC Filings; Financial Statements. (a) Parent The Company has made available to NXT a correct and complete copy, or there has been available on ▇▇▇▇▇, copies of each report, registration statement and definitive proxy statement filed by the Company with the SEC for the 24 months prior to the date of this Agreement (the “Company SEC Reports”), which, to the Company’s knowledge, are all the forms, reports and documents required to be filed by the Company with the SEC and has made available for the 24 months prior to the date of this Agreement. As of their respective dates, to the Company’s knowledge, the Company SEC Reports: (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in accordance and complied in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (bii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filingfiling and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each To the Company’s knowledge, each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent Company SEC Reports was comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), ) and each fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries as the Company at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amounthave a Material Adverse Effect on the Company taken as a whole.

SEC Filings; Financial Statements. (a) Parent Purchaser has delivered or made available to Seller accurate and complete copies of all registration statements, proxy statements, Certifications (as defined below) and other statements, reports, schedules, forms and other documents filed by Purchaser with the SEC since December 31, 2022 (the “Purchaser SEC Documents”), other than such documents that can be obtained on the SEC’s website at w▇▇.▇▇▇.▇▇▇. Since December 31, 2022, all formsmaterial statements, reports reports, schedules, forms and documents other documents, including any exhibits thereto, required to be have been filed by Purchaser or its officers with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31or, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain ), each of the Purchaser SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, or the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act (as the case may be), and the rules and regulations thereunder, and, as of the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, none of the Purchaser SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None The certifications and statements required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C.§1350 (Section 906 of Parent's Subsidiaries the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the Purchaser SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Laws, and no current or former executive officer of Purchaser has failed to make the Certifications required of him or her. Purchaser has made available to Seller true and complete copies of all correspondence, other than transmittal correspondence or general communications by the SEC not specifically addressed to Purchaser, between the SEC, on the one hand, and Purchaser, on the other, since December 31, 2022, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Purchaser except for such comment letters and responses to such comment letters that are publicly accessible through E▇▇▇▇. As of the date of this Agreement, there are no outstanding unresolved comments in comment letters received from the SEC or Nasdaq with respect to Purchaser SEC Documents. To the Knowledge of Purchaser, none of the Purchaser SEC Documents is required the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, including with regards to file any formsaccounting practices of Purchaser. As used in this Section 3.7, reports the term “file” and variations thereof shall be broadly construed to include any manner in which a document or other documents with information is filed, furnished, supplied or otherwise made available to the SEC. (b) Each of the consolidated The financial statements (including, in each case, including any related notes theretonotes) contained or incorporated by reference in the Parent Purchaser SEC Reports was Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved GAAP (except as may be indicated in the notes thereto)to such financial statements or, in the case of unaudited financial statements, except as permitted by Form 10-Q of the SEC, and each fairly presents the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or may not contain footnotes and are subject to normal and recurring year-end adjustments which were not adjustments) applied on a consistent basis unless otherwise noted therein throughout the periods indicated; and (iii) fairly present, in all material respects, the financial position of Purchaser as of the respective dates thereof and the results of operations and cash flows of Purchaser for the periods covered thereby. Other than as expressly disclosed in the Purchaser SEC Documents filed prior to the date hereof, there has been no material change in Purchaser’s accounting methods or are not expected principles that would be required to be disclosed in Purchaser’s financial statements in accordance with GAAP. (c) Purchaser’s independent registered public accounting firm has at all times since January 1, 2022 been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) to the Knowledge of Purchaser, “independent” with respect to Purchaser within the meaning of Regulation S-X under the Exchange Act; and (iii) to the Knowledge of Purchaser, 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 in Section 3.7(d) of the Purchaser Disclosure Schedule, since December 31, 2022, through the date of this Agreement, Purchaser has not received any comment letter from the SEC or the staff thereof or any correspondence from officials of Nasdaq or the staff thereof relating to the delisting or maintenance of listing of the Purchaser Common Stock on Nasdaq. As of the date of this Agreement, Purchaser has timely responded to all comment letters of the staff of the SEC relating to the Purchaser SEC Documents, and the SEC has not advised Purchaser that any final responses are inadequate, insufficient or otherwise non-responsive. Purchaser has made available to Seller true, correct and complete copies of all comment letters, written inquiries and enforcement correspondences between the SEC, on the one hand, and Purchaser, on the other hand, occurring since December 31, 2022 and will, reasonably promptly following the receipt thereof, make available to Seller any such correspondence sent or received after the date of this Agreement. To the Knowledge of Purchaser, as of the date of this Agreement, none of the Purchaser SEC Documents is the subject of an ongoing SEC report or outstanding SEC comment. (e) Since December 31, 2022, there have been no formal 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, principal accounting officer or general counsel of Purchaser, the Purchaser 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) Except as set forth in Section 3.7(f) of the Purchaser Disclosure Schedule, Purchaser is and since its first date of listing on Nasdaq, has been, in compliance in all material respects with the applicable current listing and governance rules and regulations of Nasdaq. (g) Purchaser maintains, and at all times since December 31, 2022, has maintained, a system of internal control over financial reporting (as defined in amountRules 13a-15(f) and 15d-15(f) of 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 to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that receipts and expenditures are made only in accordance with authorizations of management and the Purchaser Board, (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Purchaser’s assets that could have a material effect on Purchaser’s financial statements and (iv) that Purchaser maintains records in reasonable detail which accurately and fairly reflect the transactions and dispositions of the assets of Purchaser. Purchaser has evaluated the effectiveness of Purchaser’s internal control over financial reporting since December 31, 2022, and, to the extent required by applicable Law, presented in any applicable Purchaser SEC Document that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Purchaser has disclosed, based on its most recent evaluation of internal control over financial reporting, to Purchaser’s auditors and audit committee (A) all material weaknesses and all significant deficiencies, if any, in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Purchaser’s ability to record, process, summarize and report financial information, (B) any fraud, whether or not material, that involves Purchaser, Purchaser’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Purchaser or and (C) any claim or allegation regarding any of the foregoing. Purchaser has not identified, based on its most recent evaluation of internal control over financial reporting, any significant deficiencies or material weaknesses in the design or operation of Purchaser’s internal control over financial reporting. (h) Purchaser maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed by Purchaser in the periodic reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the required time periods, and that all such information is accumulated and communicated to Purchaser’s management as appropriate to allow timely decisions regarding required disclosure and to make the Certifications. (i) Purchaser has not been and is not currently a “shell company” as defined under Section 12b-2 of the Exchange Act.

SEC Filings; Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, 1998 (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT Parent SEC REPORTSReports"). Except as disclosed in SCHEDULE 5.06) pursuant to the federal securities Laws and Regulations of the SEC promulgated thereunder, the and all Parent SEC Reports (a) were prepared have been filed in all material respects on a timely basis. The Parent SEC Reports were prepared in accordance accordance, and complied as of their respective filing dates in all material respects, with the requirements of the Securities Exchange Act or and the Exchange Act, as the case may be, Regulations promulgated thereunder and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was (i) complied in all material respects with applicable accounting requirements and the published Regulations of the SEC with respect thereto, (ii) were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be indicated expressly described in the notes thereto), ) and each (iii) fairly presents the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements included in the Company's Form 10-Q reports were or are subject to normal and recurring year-end adjustments which were that have not or been and are not expected to be material in amountamount to Parent.

SEC Filings; Financial Statements. (a) Parent The Company has filed all forms, reports and other documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent it with the SEC since January 1June 30, 19972007 (such documents filed since June 30, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 19972007, and (iv) all amendments and supplements to all such reports and registration statements those filed by Parent the Company with the SEC ((i)(iv) collectivelysubsequent to the date of this Agreement, if any, including any amendments thereof, the "PARENT “SEC REPORTS"Reports”). Except Each SEC Report (i) complied, or if filed subsequent to the date of this Agreement will comply, as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared to form in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (b“SOX”) and the applicable rules and regulations promulgated thereunder, and (ii) did not not, at the time they were it was filed (or or, if amended or superseded by a filing prior to the date hereof, as of this Agreement, then on the date of such filing) contain amendment), contain, or if filed after the date hereof, at the time of filing will not contain, any untrue statement of a material fact fact, or omit to state a material fact 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. None of Parent's Subsidiaries No Company Subsidiary is required to file any formsform, reports report or other documents document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was (collectively, the “Company Financial Statements”) (i) complied, or will comply, as the case may be, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) was, or will be, as the case may be, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto), and each (iii) fairly presents presents, or will fairly present, as the case may be, in all material respects, the consolidated financial position position, results of Parent operations and cash flows of the Company and its consolidated Company Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the respective periods indicatedindicated therein (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Company Subsidiaries as at June 30, 2010, including the notes thereto (the “2010 Balance Sheet”), neither the Company nor any Company Subsidiary has any liability or are not obligation of any nature (whether accrued, absolute, contingent or otherwise), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability or obligation, except for (i) liabilities and obligations incurred in the ordinary course of business in amounts consistent with past practice since the date of the 2010 Balance Sheet, (ii) liabilities and obligations that would not, individually or in the Table of Contents aggregate, have a Material Adverse Effect, (iii) liabilities and obligations under executory Contracts to which the Company or any Company Subsidiary is a party, other than as a result of a breach thereunder, and (iv) liabilities and obligations incurred in connection with the preparation and negotiation of this Agreement or pursuant to this Agreement or in connection with the Transactions. Neither the Company nor any Company Subsidiary has any indebtedness for borrowed money outstanding as of the date hereof (other than any indebtedness owed to the Company or a Company Subsidiary). Section 3.7(c)-1 of the Disclosure Schedule lists all obligations of the Company and the Company Subsidiaries outstanding as of the date hereof in respect of interest rate and currency obligations, swaps, ▇▇▇▇▇▇ or similar arrangements that are material to the Company and the Company Subsidiaries, taken as a whole. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the SEC Reports, and the statements contained in such certifications are true and correct. For purposes of this Section 3.7(d), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. The Company is in compliance in all material respects with SOX. (e) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company Financial Statements or any SEC Report. (f) The Company maintains a system of internal controls over financial reporting and accounting sufficient in all material respects to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes, including to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets that could have a material effect on the Company’s financial statements is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Table of Contents (g) The Company has in place “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are sufficient in all material respects to ensure that material information that is required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and made known to its principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure. (h) The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the fiscal year ended December 31, 2009, and such assessment concluded that such controls were effective. Since June 30, 2007, the Company has disclosed to the Company’s outside auditors and the audit committee of the Company (and made copies of such disclosures available to Parent) (i) all significant deficiencies and material weaknesses in amountthe design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, 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. Since June 30, 2007, the Company has not received from its independent auditors any oral or written notification of a (x) “significant deficiency” or (y) “material weakness” in the Company’s internal controls. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the date hereof. (i) There are no outstanding unresolved comments with respect to the Company or the SEC Reports noted in comment letters or other correspondence received by the Company or its attorneys from the SEC, and, to the knowledge of the Company, there are no pending (i) formal or informal investigations of the Company by the SEC or (ii) inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. Since June 30, 2007, there has been no material written complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. Since June 30, 2007, no current or former attorney representing the Company or any of the Company Subsidiaries has reported in writing evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (j) To the knowledge of the Company, since June 30, 2007, no employee of the Company or any of the Company Subsidiaries has provided or is providing information to any law enforcement agency regarding the possible commission of any crime or the violation or possible violation of any Law of the type described in Section 806 of SOX. (k) The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K of the SEC, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The

SEC Filings; Financial Statements. (a) Parent has made available to Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the Securities and Exchange Commission (the "SEC") on or after November 21, 1997 (the "PARENT SEC REPORTS"), which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since January 1November 21, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS"). Except as disclosed in SCHEDULE 5.06, the The Parent SEC Reports (aA) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (bB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents the consolidated financial position of Parent and its Subsidiaries as subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. (c) Parent has previously furnished to Company 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 Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Financial Statements. (a) Parent The Company has filed or furnished, as applicable, all forms, reports and other documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31by it with, 1996or furnished to, (ii) all other reports or registration statements filed by Parent with the SEC since January 1, 1997, 2019 (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) such documents filed since January 1, 19972019, and (iv) all amendments and supplements to all such reports and registration statements those filed by Parent the Company with the SEC ((i)(iv) collectivelysubsequent to the date of this Agreement, if any, including any amendments thereof, the "PARENT “SEC REPORTS"Reports”). Except Each SEC Report (x) complied, or if filed subsequent to the date of the Agreement will comply, as disclosed in SCHEDULE 5.06, the Parent SEC Reports (a) were prepared to form in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended, or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (by) did not not, at the time they were it was filed (or or, if amended or superseded by a filing prior to the date hereof, as of this Agreement, then on the date of such filing) contain amendment), contain, or if filed after the date hereof at the time of the filing will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries No Company Subsidiary has been or is required to file any formsform, reports report or other documents document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in filed by the Parent Company with the SEC Reports was (collectively, the “Company Financial Reports”) (A) were (or if filed after the date hereof at the time of the filing will be) prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto), and each (B) fairly presents present (or if filed after the date hereof at the time of the filing will fairly present) in all material respects the consolidated financial position position, results of Parent operations and cash flows of the Company and its consolidated Company Subsidiaries (the “Company Group”) as at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the respective periods indicatedindicated therein (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were and any other adjusts described therein). (c) The Company has no liabilities of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities (i) disclosed, reflected or otherwise reserved against in the Audited Company Balance Sheet or in the consolidated financial statements of the Company Group (including the notes thereto) included in the Company SEC Reports filed prior to the date of this Agreement; (ii) arising pursuant to this Agreement or incurred in connection with the Transactions (including any Transaction Litigation); (iii) for performance of obligations of the Company under Contracts binding upon the Company (other than resulting from any breach, termination or acceleration of such Contracts) either delivered or made available to Parent or Parent’s Representatives prior to the date of this Agreement or entered into in the ordinary course of business following the date of this Agreement; (iv) incurred in the ordinary course of business on or after September 30, 2021 (the “Latest Balance Sheet”); or (v) that, individually or in the aggregate, would not or are not (A) reasonably be expected to prevent or delay beyond the Outside Date the consummation of the Merger or (B) have a Material Adverse Effect. (d) The Company has established and maintains, and has at all times since January 1, 2019 maintained, “disclosure controls and procedures” and “internal control over financial reporting” (in each case, as defined pursuant to Rule 13a-15 and Rule 15d-15 promulgated under the Exchange Act). The Company’s disclosure controls and procedures are designed to ensure that all (i) material information required to be disclosed by the Company in the reports and other documents that it files or furnishes pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC; and (ii) such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in amountcompliance with the requirements of Section 404 of SOX for the fiscal year ended December 31, 2020, and such assessment concluded that such system was effective as of such time. Since January 1, 2019, the principal executive officer and principal financial officer of the Company have made all certifications required by SOX (including Sections 302 and 906 thereof). Neither the Company nor its principal executive officer or principal financial officer has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (e) The Company has established and maintains, and at all times since January 1, 2019 has maintained, a system of internal accounting controls that are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company Group; (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 Group are being made only in accordance with appropriate authorizations of the Company’s management and the Company Board; and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company Group. In the last three years, neither the Company nor, to the knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of (A) in connection with the applicable evaluation of internal controls over financial reporting prior to the date of this Agreement, any significant deficiency or material weakness in the system of internal control over financial reporting utilized by the Company Group that has not been subsequently remediated; or (B) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Company Group. 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 Reports.

SEC Filings; Financial Statements. (a) Parent has made available to Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC after January 1, 2001 (the "Parent SEC Reports"), which are all the forms, reports and documents required to be filed with the SEC and has made available to the Company (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) all other reports or registration statements filed by Parent with the SEC since after January 1, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) since January 1, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC ((i)(iv) collectively, the "PARENT SEC REPORTS")2001. Except as disclosed in SCHEDULE 5.06, the The Parent SEC Reports (aX) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (bY) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports, including any Parent SEC Reports filed after the date hereof until the Closing, (X) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (Y) was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, for the absence footnotes as permitted by Form 10-Q of the Exchange Act) and each (Z) fairly presents in all material respects the consolidated financial position of Parent and its Subsidiaries as subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows and stockholder equity for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. (c) Parent has previously furnished to Company 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 Parent with the SEC pursuant to the Securities Act or the Exchange Act. Except for this Agreement, as of the date hereof, there are no agreements entered into by Parent since September 30, 2001 that are required to be filed as exhibits to Parent's Form 10-K for the year ended December 31, 2001 or Form 10-Q for the quarter ending March 31, 2002. Except as previously disclosed in the Parent SEC Reports, as of the date hereof, there are no transactions that are required to be disclosed in Parent's proxy statement for its 2002 Annual General Meeting pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act.