Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 5.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing DateEffective Time.

SEC Reports and Financial Statements. The Parent has heretofore ------------------------------------ delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations thereunder (the “Acts”"Exchange Act") since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering August 1, 1997 (such reports and other filings collectively referred to herein as the “SEC "Exchange Act Filings”"). The SEC Exchange Act Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act with the SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Exchange Act Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Parent included in the SEC Exchange Act Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited consolidated financial statements (i) were prepared from the books and records of the ParentParent and its consolidated subsidiaries, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent and its consolidated subsidiaries as at the dates thereof and the results of their operations and cash flows (or changes in financial position, for the fiscal year ended July 31, 1997 and earlier years) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Exchange Act Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto thereto; and such unaudited financial statements (i) were prepared from the books and records of the ParentParent and its consolidated subsidiaries, (ii) were prepared in accordance with GAAP generally accepted accounting principles, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent and its consolidated subsidiaries as at the dates thereof and the results of their operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The Parent Since January 1, 2005, Purchaser has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent Purchaser in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Purchaser SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC Filings did not contain Reports and, except to the extent that information contained in any Purchaser SEC Report has been revised or superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, none of the Purchaser SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Purchaser included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentPurchaser, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Purchaser and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes Purchaser SEC Reports, Purchaser has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the Ordinary Course of Business. The unaudited financial statements included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-B promulgated by the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent Since November 25, ------------------------------------ 1997, the Delaware Company has heretofore delivered or made available to filed with the Company complete Securities and correct copies of Exchange Commission (the "SEC") all forms, reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it under --- the Parent under Exchange Act or the Securities Act and Exchange Act since such date. All documents that are required to be filed (as exhibits to the SEC Filings they have been so amended since the time of their filing, collectively, the "Delaware Company SEC Documents"). The ------------------------------ Delaware Company SEC Documents, including without limitation, any financial statements or schedules included therein, at the time filed, and all contracts so any forms, reports or other documents filed as exhibits are in full force and effect, except those which are expired in accordance by the Delaware Company with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings after the date of this Agreement, (a) did not at the time they were filed, 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 therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied or will be prepared in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be. The audited financial statements of the Parent Delaware Company included in the Delaware Company SEC Filings Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") ---- applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements, to normal audit adjustments) and fairly present (iiisubject, in the case of the unaudited statements, to normal audit adjustments) present fairly the consolidated financial position of the Parent Delaware Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. All liabilities or obligations (absolute, subject accrued, fixed, contingent or otherwise) required to normal year-end adjustments and any other adjustments described therein be reflected, reserved against or otherwise disclosed in the notes or schedules thereto. The unaudited financial statements of the Delaware Company included in the Delaware Company SEC Filings comply Documents filed prior to the date of this Agreement have been properly reflected, reserved against or otherwise disclosed in all material respects such financial statements in accordance with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly thereto or, in the case of the unaudited statements, to normal audit adjustments). Except as set forth in the financial position statements of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or Delaware Company included in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made Delaware Company SEC Documents, the Delaware Company has not incurred any indebtedness (other than indebtedness with respect to all filings made with the payment of interest paid in kind) pursuant to the Indenture dated April 30, 1999, by and between the Company and U. S. Trust Company related to the Delaware Company's 71/2 % Convertible Junior Subordinated Debentures due 2012 (the "Delaware Company Junior Indenture"). Except as disclosed in Section --------------------------------- 3.8 of the Delaware Company Disclosure Schedule, since June 30,1999' and prior to the date of this Agreement, no act, omission, occurrence, event, condition or circumstance has occurred or become known to the Delaware Company, and no transaction, commitment or agreement has been entered into by the Delaware Company or any of its Subsidiaries, that should have been disclosed in the Delaware Company SEC on or before the Closing DateDocuments.

SEC Reports and Financial Statements. The Parent Since January 1, 1997, -------------------------------- the Texas Company has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934all forms, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it under the Parent under Exchange Act or the Securities Act and Exchange Act since such date. All documents that are required to be filed (as exhibits to the SEC Filings they have been so amended since the time of their filing, collectively, the "Texas ----- Company SEC Documents"). The Texas Company SEC Documents, including without --------------------- limitation any financial statements or schedules included therein, at the time filed, and all contracts so any forms, reports or other documents filed as exhibits are in full force and effect, except those which are expired in accordance by the Texas Company with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings after the date of this Agreement, (a) did not at the time they were filed, 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 therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied or will be prepared in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be. The audited financial statements of the Parent Texas Company included in the Texas Company SEC Filings Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements, to normal audit adjustments) and fairly present (iiisubject, in the case of the unaudited statements, to normal audit adjustments) present fairly the consolidated financial position of the Parent Texas Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. All liabilities or obligations (absolute, subject accrued, fixed, contingent or otherwise) required to normal year-end adjustments and any other adjustments described therein be reflected, reserved against or otherwise disclosed in the notes or schedules thereto. The unaudited financial statements of the Texas Company included in the Texas Company SEC Filings comply Documents filed prior to the date of this Agreement have been properly reflected, reserved against or otherwise disclosed in all material respects such financial statements in accordance with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly thereto or, in the financial position case of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedunaudited statements, subject to normal year-end adjustments audit adjustments). Except as disclosed in Section 4.9 of the Texas Company Disclosure Schedule, since June 30, 1999, and prior to the date of this Agreement, no act, omission, occurrence, event, condition or circumstance has occurred or become known to the Texas Company, and no transaction, commitment or agreement has been entered into by the Texas Company or any other adjustments described therein or of its Subsidiaries, that should have been disclosed in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the Texas Company SEC on or before the Closing DateDocuments.

SEC Reports and Financial Statements. (a) The Parent Company has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934all forms, as amended (the “Exchange Act”)reports, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports schedules, registration statements, proxy statements, certifications and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under Company or its directors and executive officers (in their capacity as such) with the Securities Act SEC since January 1, 2002 (as they have been amended since the time of their filing, and Exchange Act since such date. All including any documents that are required to be filed as exhibits exhibits, annexes or schedules thereto, collectively, the “Company SEC Reports”) and complete and correct copies of all such Company SEC Reports are available to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderthrough public sources. As of their respective dates, the Company SEC Filings did Reports (including but not contain limited to any financial statements or schedules included or incorporated by reference therein) complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (and the rules and regulations of the SEC promulgated thereunder) (the “Securities Act”) applicable, as the case may be, to such Company SEC Reports, and none of the Company SEC Reports contained, as of the date of filing and of any amendment or supplement and, in the case of any proxy statement, at the date mailed to stockholders and at the date of the meeting, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Company included in the Company SEC Filings Reports comply as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly in all material respects the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates or for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules theretopresented therein. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules Company has heretofore furnished to Parent a complete and regulations correct copy of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein any amendments or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made modifications which have not yet been filed with the SEC on to agreements, documents or before other instruments which previously had been filed by the Closing DateCompany with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Reports and Financial Statements. The Parent Company ------------------------------------- and each of its subsidiaries has filed with the SEC, and has heretofore delivered or made available to the Company Parent true and complete and correct copies of of, all reports forms, reports, schedules, statements and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it since March 1, 1994, under the Parent under Exchange Act or the Securities Act of 1933 (the "Securities Act") (such forms, reports, schedules, statements and Exchange Act since such dateother documents, including any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). All documents that are required to be filed as exhibits to The Company SEC Documents, at the SEC Filings have been so time filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof), none of the Company SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Company included in the Company SEC Filings Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited statements, to normal, recurring audit adjustments) present fairly the consolidated financial position of the Parent Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The Parent (a) Since January 1, 2005, the Company has heretofore delivered filed with or made available furnished to the Company complete and correct copies of SEC all reports forms, reports, schedules, certifications, registration statements, definitive proxy statements and other filings documents required to be filed or furnished by the Parent Company with the SEC pursuant or to the Securities Act and the Securities Exchange Act of 1934SEC. All such registration statements, as amended (the “Exchange Act”)forms, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports reports, schedules, certifications, registration statements, definitive proxy statements and other filings collectively documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “"Company SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. Reports." As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (i) the Company SEC Reports filed prior to the date of this Agreement complied, and the Company SEC Reports to be filed after the date of this Agreement will comply, in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act, as the case may be, and the respective rules and regulations of the SEC Filings promulgated thereunder applicable to such Company SEC Reports, (ii) none of such Company SEC Reports that is not a registration statement contained (or, in the case of Company SEC Reports to be filed after the date of this Agreement, will contain) any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not not, and each such Company SEC Report filed subsequent to the date of this Agreement and prior to the consummation of the Offer will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The audited financial statements Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2005 relating to the Company SEC Reports, together with all written responses of the Parent included in Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made Staff with respect to all filings made with the Company SEC on Reports. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or before the Closing Dateinvestigation.

SEC Reports and Financial Statements. The Parent Company and each of its subsidiaries has filed with the SEC, and has heretofore delivered or made available to the Company Parent true and complete and correct copies of of, all reports forms, reports, schedules, statements and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it since February 1, 1994, under the Parent under Exchange Act or the Securities Act of 1933 (the "Securities Act") (such forms, reports, schedules, statements and Exchange Act since such dateother documents, including any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). All documents that are required to be filed as exhibits to The Company SEC Documents, at the SEC Filings have been so time filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof), none of the Company SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Company included in the Company SEC Filings Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited statements, to normal, recurring audit adjustments) present fairly the consolidated financial position of the Parent Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 5.5 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing DateEffective Time.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent or any of its Subsidiaries with the SEC pursuant and each biannual report distributed by Parent to its shareholders since December 1, 1997 (as such documents have since the Securities Act and time of their filing been amended or supplemented, the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Parent SEC Reports"), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute which are all of the documents (other than preliminary materials) that Parent was required to be filed by file with the Parent under the Securities Act and Exchange Act SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not 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 light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports complied in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles in the United Kingdom applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent and its consolidated Subsidiaries)) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited related notes reconciling to United States generally accepted accounting principles such consolidated financial statements included in the SEC Filings comply in all material respects with the published rules and regulations requirements of the SEC with respect thereto and applicable to such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Datereconciliation.

SEC Reports and Financial Statements. The (a) Since February 1, 2019, Parent has heretofore delivered timely filed or made available furnished all forms, statements, schedules, documents and reports required to be filed or furnished prior to the Company complete and correct copies of all reports and other filings filed date hereof by the Parent it with the SEC pursuant (such forms, statements, schedules, documents and reports the “Parent SEC Documents”). As of their respective filing dates, or, if amended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Parent SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act and the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”)case may be, and the applicable rules and regulations promulgated thereunder (and the “Acts”) since listing and including the effective date corporate governance rules and regulations of Nasdaq, and none of the Form SB-2 Registration Statement Parent SEC Documents contained (or with respect to Parent SEC Documents filed after the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so fileddate hereof, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain will contain) any untrue statement of a material fact or omit omitted (or with respect to Parent SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements Since February 1, 2019, neither Parent nor any Parent Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Parent included in SEC Documents (including the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in therein) that are not resolved, or, as of the date hereof, has received any written notice from the SEC Filings comply in all material respects with or other Governmental Entity that such Parent SEC Documents (including the published rules and regulations financial statements included therein) are being reviewed or investigated, and, to Parent’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC with respect thereto and such unaudited or any other Governmental Entity of any Parent SEC Documents (including the financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Dateincluded therein).

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to (a) Except as set forth in Section 3.07(a) of the Company complete Disclosure Schedule, since January 1, 2005, the Company has filed and correct copies of furnished all reports forms, reports, statements, schedules, exhibits and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended documents (the “SEC Reports”) with the Securities and Exchange Act”), and the rules and regulations thereunder Commission (the “ActsSEC”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it pursuant to the Parent under federal securities Laws and the SEC rules and regulations thereunder. The SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and Exchange Act since the published rules and regulations of the SEC thereunder, each as applicable to such date. All documents that are SEC Reports, and (ii) did not contain as of the time they were filed or furnished any untrue statement of a material fact or omitted to state any material fact required to be filed as exhibits stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed SEC Filings have Report. The draft Form 10-KSB for the year ended December 31, 2007 set forth in Section 3.07(a) of the Company Disclosure Schedule (the “Draft 2007 10-KSB”) (i) has been so filed, and prepared in all contracts so filed as exhibits are in full force and effect, except those which are expired material respects in accordance with their termsthe requirements of the Exchange Act and the published rules and regulations of the SEC thereunder, each as applicable to annual reports on Form 10-KSB, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did (ii) does not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements No subsidiary of the Parent included in Company is subject to the SEC Filings comply in all material respects with periodic reporting requirements of the published rules and regulations Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments issued by the staff of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing DateReports.

SEC Reports and Financial Statements. The Parent (a) Since January 1, 2016, the Company has heretofore delivered filed with or made available furnished to the Company complete and correct copies of SEC all reports forms, reports, schedules, certifications, registration statements, definitive proxy statements and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under Company with the SEC. All such registration statements, forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents filed or furnished, as they have been supplemented, modified or amended since the date of filing, are referred to herein as the “Company SEC Reports.” None of the Company’s Subsidiaries is required to file or furnish any reports with the SEC pursuant to the Exchange Act. Each of the Company SEC Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects as to form with the applicable requirements of the Securities Act, the Exchange Act and Exchange the Xxxxxxxx-Xxxxx Act since such date. All documents that are required (as the case may be), in each case giving effect to be any amendments thereto filed as exhibits prior to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderdate hereof. As of their respective datesdates (or, if amended prior to the date of this Agreement, as of the date of such amendment) none of such Company SEC Filings did not contain Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case giving effect to any amendments thereto filed prior to the date hereof. The audited financial statements As of the Parent included in date of this Agreement, there are no outstanding or unresolved comments received from the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made staff with respect to all filings made with the Company SEC on Reports. To the Company’s Knowledge, none of the Company SEC Reports is the subject of ongoing SEC review or before the Closing Dateinvestigation.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete Each form, report, ------------------------------------ schedule, registration statement and correct copies of all reports and other filings definitive proxy statement filed by the Parent NRLP with the SEC pursuant to since January 1, 1993 as such documents have since the Securities Act and time of their filing been amended, the Securities Exchange Act of 1934, as amended (the “Exchange Act”"NRLP SEC Reports"), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute which include all of the documents (other than preliminary material) that NRLP was required to be filed by file with the Parent under the Securities Act and Exchange Act SEC since such date. All documents that are required to be filed , as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such NRLP SEC Filings did not contain Reports. None of the NRLP 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 to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings prior to the date hereof. The audited financial statements of the Parent NRLP included in the SEC Filings such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (iiisubject in the case of the unaudited statements, to normal, recurring audit adjustments) present fairly the consolidated financial position of the Parent NRLP and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (or changes in financial position prior to the approval of FASB 95) for the periods then ended. Except as set forth in Section 4.5 of the NRLP Disclosure Letter, subject since December 31, 1998, neither NRLP nor any of its Subsidiaries has incurred any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to normal year-end adjustments become due, except (a) as and any other adjustments to the extent set forth on the audited balance sheet of NRLP and its Subsidiaries as at December 31, 1998 (including the notes thereto) (the "NRLP Balance Sheet"), (b) as incurred in connection with the transactions contemplated, or as provided, by this Agreement, (c) as incurred after December 31, 1998 in the ordinary course of business and consistent with past practices, (d) as described therein in the NRLP SEC Reports or (e) as would not, individually or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parentaggregate, (ii) were prepared in accordance with GAAP have a Material Adverse Effect on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing DateNRLP.

SEC Reports and Financial Statements. The Parent has heretofore Company delivered or has made available to Parent prior to the Company execution of this Agreement a true, correct and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent Company or any of its Subsidiaries with the SEC pursuant to since December 31, 1998 (as such documents have since the Securities Act and time of their filing been amended or supplemented, the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Company SEC Reports"), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute which are all of the documents that the Company and its Subsidiaries were required to be filed by file with the Parent under the Securities Act and Exchange Act SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Company SEC Filings Reports and any Company SEC Reports filed prior to the Effective Time (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Company SEC Filings comply Reports filed prior to the Effective Time (the "Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from in accordance with the books and records of the ParentCompany and its Subsidiaries, (ii) were prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not individually or in the aggregate, material)) present fairly the consolidated assets, liabilities and financial position of the Parent Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows and changes in financial position for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in Company Financial Statements for all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Datecovered thereby.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company prior to the execution of this Agreement by direction to the SEC’s EXXXX website a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required or to be filed by Parent or any of its Subsidiaries with the SEC since December 20, 2013 (as such documents have since the time of their filing been amended or supplemented, the “Parent under SEC Reports”), which are all the Securities Act documents (other than preliminary material) that Parent and Exchange Act its Subsidiaries were required to file with the SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Each Subsidiary of Parent is treated as a consolidated Subsidiary of Parent in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in Parent Financial Statements for all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Datecovered thereby.

SEC Reports and Financial Statements. The (a) Since February 1, 2016, Parent has heretofore delivered timely filed or made available furnished all forms, statements, schedules, documents and reports required to be filed or furnished prior to the Company complete and correct copies of all reports and other filings filed date hereof by the Parent it with the SEC pursuant (such forms, statements, schedules, documents and reports the “Parent SEC Documents”). As of their respective filing dates, or, if amended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Parent SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act and the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”)case may be, and the applicable rules and regulations promulgated thereunder (and the “Acts”) since listing and including the effective date corporate governance rules and regulations of the Form SB-2 Registration Statement NYSE, and none of the Parent SEC Documents contained (or with respect to Parent SEC Documents filed after the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so fileddate hereof, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain will contain) any untrue statement of a material fact or omit omitted (or with respect to Parent SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements Since February 1, 2016, neither Parent nor any Parent Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Parent included in SEC Documents (including the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in therein) that are not resolved, or, as of the date hereof, has received any written notice from the SEC Filings comply in all material respects with or other Governmental Entity that such Parent SEC Documents (including the published rules and regulations financial statements included therein) are being reviewed or investigated, and, to Parent’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC with respect thereto and such unaudited or any other Governmental Entity of any Parent SEC Documents (including the financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Dateincluded therein).

SEC Reports and Financial Statements. The Parent Except for the annual report on Form 10-K for the year ended December 31, 2013 (the “2013 10-K”), OICco has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent OICco in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “OICco SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the OICco SEC Filings did not contain Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such OICco SEC Reports and, except to the extent that information contained in any OICco SEC Report has been revised or superseded by a later OICco SEC Report filed and publicly available prior to the date of this Agreement, none of the OICco SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent OICco included in the OICco SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentOICco, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent OICco and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes OICco SEC Reports, OICco has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business. The unaudited financial statements included in the OICco SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Affiliates, and (iii) present fairly all material contracts required to be disclosed pursuant to Item 601(b)(10) of Regulation S-K promulgated by the financial position SEC. While the 2013 10-K has not been timely filed, OICco shall cause the 2013 10-K to be filed at the earliest practicable time. In addition, if at any time prior to closing should OICco become delinquent in any required filings with the SEC, OICco represents and warrants that such filings shall be brought current in no less than 20 business days from the due date. Until such time as the filing is brought current, OICco will promptly file any and all reports required to advise the SEC of the Parent as at failure to file the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Datereports when due.

SEC Reports and Financial Statements. The (a) Since January 1, 2017, Parent has heretofore delivered timely filed or made available to the Company complete furnished all forms, statements, documents and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed or furnished by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to it with the SEC Filings have been so filed(such forms, statements, documents and all contracts so filed as exhibits are in full force and effectreports, except those which are expired in accordance with their terms, and neither the “Parent nor any of its subsidiaries is in default thereunderSEC Documents”). As of their respective datesfiling dates the Parent SEC Documents (including amendments) complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act, the Exchange Act, as the case may be, and the listing and corporate governance rules and regulations of the NYSE and the TSX, and none of the Parent SEC Filings did Documents contained (or, with respect to Parent SEC Documents filed after the date hereof, will not contain contain) any untrue statement of a material fact or omitted to state (or, with respect to Parent SEC Documents filed after the date hereof, will omit to state a state) any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in Parent SEC Documents filed or furnished on a later date (but before the date hereof) will be deemed to modify information as of an earlier date. The audited financial statements Parent has made available to the Company copies of all comment letters received by Parent from the SEC since January 1, 2017 relating to the Parent SEC Documents, together with all written responses of Parent thereto. Since January 1, 2017, neither Parent nor any Parent Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Parent included in SEC Documents (including the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in therein) that are not resolved, or as of the date hereof has received any written notice from the SEC Filings comply in all material respects with or other Governmental Entity that such Parent SEC Documents (including the published rules and regulations of financial statements included therein) are being reviewed or investigated, and, to Parent’s Knowledge, there is not any investigation or review being conducted by the SEC with respect thereto and such unaudited or any other Governmental Entity of any Parent SEC Documents (including the financial statements (i) were prepared from the books and records of the Parentincluded therein). No Parent Subsidiary is required to file or furnish any report, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein statement, schedule, form or in the notes other document with, or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and make any other adjustments described therein filing with, or in furnish any other material to, the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent Seller has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore delivered or made available to the Company Purchaser (directly or indirectly) true and complete copies of, all forms and correct copies of all reports and other filings documents required to be filed by the Parent with the SEC pursuant to the Securities Act and Seller since January 1, 1994, under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under or the Securities Act and Exchange Act since of 1933, as amended (the "Securities Act") (as such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filedamended since the time of their filing, and all contracts so filed as exhibits are in full force and effectcollectively, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderthe "Company SEC Documents"). As of their respective datesdates (or, if amended, as of the date of the last such amendment), the Company SEC Filings Documents, including any financial statements or schedules included therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The audited consolidated financial statements of the Parent included in the Company SEC Filings Documents (i) have been prepared from, and are in accordance with, the books and records of Seller and its consolidated Subsidiaries, (ii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as otherwise noted therein and except that the quarterly financial statements are subject to year end adjustments and do not contain all footnote disclosures required by GAAP), (iii) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (iiv) were prepared from fairly present in all material respects the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows for the periods then ended, subject to normal year-end adjustments of Seller and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent its consolidated Subsidiaries as at the dates thereof and the results of operations and cash flows or for the periods then endedpresented therein. No Subsidiary of Seller is required to file any reports, subject to normal year-end adjustments and any forms, or other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made documents with the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent Except as disclosed at Section 3.5 of the Acquiror Disclosure Schedule, Acquiror has heretofore delivered or filed and has made available to the Company complete and correct copies of Target all forms, reports and other filings filed by the Parent with the documents ("Acquiror SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”Documents") since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to it with the SEC Filings have been so filedsince April 1, and all contracts so filed 1996. None of such Acquiror SEC Documents (as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which as been corrected or otherwise disclosed or updated in a subsequent Acquiror SEC Documents). The audited and unaudited consolidated financial statements of the Parent Acquiror included in the any Acquiror SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were Document on Form 10-Q or Form 10-K have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements, including the related notes or, in the notes or schedules thereto) and (iii) present fairly the financial position case of unaudited statements, as permitted by Form 10-Q of the Parent SEC rules), comply as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) fairly present fairly the financial position of the Parent Acquiror as at of the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments audit adjustments, and except for the absence of certain footnote information in the unaudited statements. Acquiror does not have any liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on the balance sheet as at June 30, 1999 (including the notes thereto and the other adjustments described therein disclosure made in Acquiror's Form 10-Q for the quarter ended June 30, 1999) included in the Acquiror SEC Documents, or (ii) incurred in the ordinary course of business consistent with past practice since such date, in each case of clauses (i) and (ii) which, individually or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC aggregate, would not have a Material Adverse Effect on or before the Closing DateAcquiror.

SEC Reports and Financial Statements. The Parent Since January 1, 2005, Purchaser has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent Purchaser in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Purchaser SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC Filings did not contain Reports and, except to the extent that information contained in any Purchaser SEC Report has been revised or superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, none of the Purchaser SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Purchaser included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentPurchaser, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Purchaser and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes Purchaser SEC Reports, Purchaser has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the Ordinary Course of Business since the Purchaser Balance Sheet Date. The unaudited financial statements included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-B promulgated by the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings its Subsidiaries have filed by the Parent with the SEC pursuant to the Securities Act true and the Securities Exchange Act of 1934complete copies of, as amended (the “Exchange Act”)all forms, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports reports, exhibits, schedules, statements and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents (other than preliminary materials) required to be filed by it under the Parent under Exchange Act or the Securities Act from and Exchange Act since after December 31, 1996 (such dateforms, reports, exhibits, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as the "Parent SEC Documents"). All documents that are required to be filed as exhibits to The Parent SEC Documents, at the SEC Filings have been so time filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent revised or superseded by a subsequently filed Parent SEC Document, the Parent SEC Documents do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the Parent SEC Filings Documents as well as the Parent's financial statements as of and for the three months and six months ended June 30, 1999 heretofore delivered to the Company, as of the dates thereof comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material and except for the absence of notes thereto) and (iii) present fairly the consolidated financial position of the Parent and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company prior to the execution of this Agreement a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent or any of its Subsidiaries with the SEC pursuant to since October 20, 1994 (as such documents have since the Securities Act and time of their filing been amended or supplemented, the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Parent SEC Reports"), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute which are all of the documents (other than preliminary material) that Parent and its Subsidiaries were required to be filed by file with the Parent under the Securities Act and Exchange Act SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Except as set forth in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position Section 4.05 of the Parent Disclosure Letter, each Subsidiary of Parent is treated as at the dates thereof and the results a consolidated Subsidiary of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or Parent in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to Parent Financial Statements for all filings made with the SEC on or before the Closing Dateperiods covered thereby.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete Each form, report, schedule, registration statement and correct copies of all reports and other filings definitive proxy statement filed by the Parent Seller with the SEC pursuant since December 31, 1997 (including Seller's Annual Report on Form 10-K for the year ended December 31, 1997) (as such documents have since the time of their filing been amended, the "Seller SEC Reports"), which include all the documents (other than preliminary material) that Seller was required to file with the SEC since such date, as of their respective dates, complied in all material respects with the requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), as the case may be, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect SEC thereunder applicable to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Seller SEC Filings”)Reports. The None of Seller SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings prior to the date hereof. The audited financial statements of the Parent Seller included in the Seller SEC Filings Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles as in effect from time to time in the United States ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) and (iii) fairly present fairly in all material respects, the consolidated financial position of the Parent Seller and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject in the case of interim financial statements to normal year-end adjustments and any other adjustments described therein or in except that the notes or schedules thereto. The unaudited interim financial statements included in the SEC Filings comply in do not contain all material respects with the published rules and regulations of the SEC with respect thereto footnote disclosures required by GAAP. Since December 31, 1997, neither Seller nor any of its subsidiaries has incurred any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and such unaudited financial statements whether due or to become due, except (i) were prepared from as disclosed or reflected in Seller SEC Reports filed after December 31, 1997 and prior to the books and records of the Parentdate hereof, (ii) were prepared as incurred in accordance connection with GAAP on a consistent basis the transactions contemplated or as provided by this Agreement, (iii) as incurred after December 31, 1997 in the ordinary course of business, or (iv) except as may be indicated therein would not, individually or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedaggregate, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Datehave a Material Adverse Effect.

SEC Reports and Financial Statements. The Since April 1, 2007, Parent has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Parent SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, Parent SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Parent SEC Filings did not contain Reports and, except to the extent that information contained in any Parent SEC Report has been revised or superseded by a later Parent SEC Report filed and publicly available prior to the date of this Agreement, none of the Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the Parent SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the Parent, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and audit adjustments). Except as set forth in Parent SEC Reports, Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other adjustments described therein than liabilities or obligations incurred in the notes or schedules theretoOrdinary Course of Business. The unaudited financial statements included in the Parent SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-K promulgated by the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to Since January 1, 1995, the Company complete and correct copies of has filed all forms, reports and other filings filed by the Parent documents ("SEC Reports") with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits it pursuant to the federal securities laws and the SEC Filings rules and regulations thereunder. Copies of all such SEC Reports have been so filed, and all contracts so filed made available to FSI by the Company. None of such SEC Reports (as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited and unaudited consolidated financial statements of the Parent Company included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were Reports have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements, including the notes or schedules theretorelated notes) and (iii) fairly present fairly the financial position of the Parent Company and its consolidated subsidiaries as at of the dates thereof and the results of their operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments. Except as set forth in the notes or schedules thereto. The unaudited SEC Reports and except as disclosed in Section 3.05 of the Company Disclosure Schedule, at the date of the most recent audited financial statements of the Company included in the SEC Filings comply Reports, neither the Company nor any of its subsidiaries had, and since such date neither the Company nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parentaggregate, (ii) were would be required to be disclosed in a balance sheet prepared in accordance with GAAP on generally accepted accounted principles and would reasonably be expected to have a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made Material Adverse Effect with respect to all filings made the Company except liabilities incurred in the ordinary and usual course of business and consistent with past practice and liabilities incurred in connection with the SEC on or before the Closing Datetransactions contemplated by this Agreement.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the ParentBuyer’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent Buyer under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company prior to the execution of this Agreement a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent or any of its Subsidiaries with the SEC pursuant to since January 1, 1994 (as such documents have since the Securities Act and time of their filing been amended or supplemented, the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Parent SEC Reports"), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute which are all of the documents (other than preliminary material) that Parent and its Subsidiaries were required to be filed by file or did file with the Parent under the Securities Act and Exchange Act SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole)) present fairly the consolidated financial position of the Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Except as set forth in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position Section 4.05 of the Parent Disclosure Letter, each Significant Subsidiary of Parent is treated as at the dates thereof and the results a consolidated subsidiary of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or Parent in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to Parent Financial Statements for all filings made with the SEC on or before the Closing Dateperiods covered thereby.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to (a) Since January 1, 2019, the Company complete has timely filed or furnished all forms, statements, schedules, documents and correct copies of all reports and other filings required to be filed or furnished by the Parent it with the SEC pursuant (such forms, statements, schedules, documents and reports, the “Company SEC Documents”). As of their respective filing dates or, if amended prior to the Securities Act date hereof, as of the date of (and giving effect to) the Securities Exchange last such amendment, the Company SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act of 19342002, as amended (the “Exchange Sarbanes Oxley Act”), the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder (and the “Acts”) since listing and including the effective date corporate governance rules and regulations of Nasdaq, and none of the Form SB-2 Registration Statement Company SEC Documents contained (or, with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as Company SEC Documents filed after the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so fileddate hereof, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain will contain) any untrue statement of a material fact or omit omitted (or with respect to the Company SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements Since January 1, 2019, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Parent included in Company SEC Documents (including the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in therein) that are not resolved, or, as of the date hereof, has received any written notice from the SEC Filings comply in all material respects or other Governmental Entity that such Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the financial statements included therein). No Company Subsidiary is required to file any forms, reports or other documents with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete Each form, report, schedule, registration statement and correct copies of all reports and other filings definitive proxy statement filed by the Parent AIMCO with the SEC pursuant since August 14, 1995 and prior to the date hereof (as such documents have been amended prior to the date hereof, the "AIMCO SEC REPORTS"), as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date thereunder. None of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein AIMCO SEC Reports, as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain contained or contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. AIMCO has made available to the Sellers true, accurate and complete copies of all of the AIMCO SEC Reports. The audited consolidated financial statements of the Parent AIMCO and its subsidiaries included in the SEC Filings such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) present fairly the consolidated financial position of the Parent AIMCO and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since December 31, subject 1996, neither AIMCO nor any of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to normal year-end adjustments become due) of any nature, except liabilities, obligations or contingencies (a) which are reflected on the consolidated balance sheet of AIMCO and any other adjustments described therein or in its subsidiaries as at December 31, 1996 (including the notes thereto) or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (b) which (i) were prepared from incurred in the books ordinary course of business after December 31, 1996 and records of the Parentconsistent with past practices, (ii) were prepared are disclosed in accordance with GAAP on a consistent basis the AIMCO SEC Reports filed after December 31, 1996, or (except as may be indicated therein iii) would not, individually or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedaggregate, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules theretohave a Material Adverse Effect on AIMCO. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made Since August 14, 1995, AIMCO has timely filed with the SEC on all forms, reports and other documents required to be filed prior to the date hereof, and no subsidiary of AIMCO has filed, or before been required to file, any form, report or other document with the Closing DateSEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and regulations thereunder. Since December 31, 1996, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of AIMCO or any subsidiary of AIMCO.

SEC Reports and Financial Statements. The Parent Except as Previously Disclosed, since December 31, 2020, CVCY has heretofore delivered timely filed or made available furnished all forms, statements, schedules, documents and reports required to the Company complete and correct copies of all reports and other filings be filed or furnished by the Parent it with the SEC pursuant (such forms, statements, schedules, documents and reports, the “CVCY SEC Documents”). As of their respective filing dates or, if amended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the CVCY SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act and the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”)case may be, and the applicable rules and regulations promulgated thereunder (and the “Acts”) since listing and including the effective date corporate governance rules and regulations of the Form SB-2 Registration Statement Nasdaq Stock Market, and none of the CVCY SEC Documents contained (or, with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as CVCY SEC Documents filed after the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so fileddate hereof, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain will contain) any untrue statement of a material fact or omit omitted (or with respect to the CVCY SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, at the time and in light of the circumstances under which they were made, not misleading. The audited financial statements Since December 31, 2020, neither CVCY nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the Parent included in CVCY SEC Documents (including the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in therein) that are not resolved, or, as of the date hereof, has received any written notice from the SEC Filings comply in all material respects or other Governmental Authority that such CVCY SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the CVCY’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Authority of any CVCY SEC Documents (including the financial statements included therein). No Subsidiary of CVCY is required to file any forms, reports or other documents with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent Company and each of its subsidiaries has filed with the SEC, and has heretofore delivered or made available to the Company Purchaser true and complete and correct copies of of, all reports forms, reports, schedules, statements and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it since its formation under the Parent under Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (such forms, reports, schedules, statements and Exchange Act since such dateother documents, including any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). All documents that are required to be filed as exhibits to The Company SEC Documents, at the SEC Filings have been so time filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined herein) (a copy of which has been made available to Purchaser prior to the date hereof), none of the Company SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Company included in the Company SEC Filings Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited statements, to normal, recurring audit adjustments) present fairly the consolidated financial position of the Parent Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to (a) Since January 1, 2016 (the “Lookback Date”), the Company complete has filed or furnished all forms, statements, documents and correct copies of all reports and other filings required to be filed or furnished by the Parent it with the SEC pursuant to (such forms, statements, documents and reports, the Securities Act and “Company SEC Documents”). As of their respective filing dates the Securities Exchange Company SEC Documents (including amendments) complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act of 19342002, as amended (the “Exchange Xxxxxxxx-Xxxxx Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and the Exchange Act since such date. All documents that are required to be filed Act, as exhibits to the SEC Filings have been so filedcase may be, and all contracts so filed as exhibits are in full force the applicable rules and effect, except those which are expired in accordance with their termsregulations promulgated thereunder and the listing and corporate governance rules and regulations of the NASDAQ, and neither Parent nor any none of its subsidiaries is in default thereunder. As of their respective datesthe Company SEC Documents contained (or, with respect to Company SEC Documents filed after the SEC Filings did not contain date hereof through the Closing, will contain) any untrue statement of a material fact or omit omitted (or, with respect to Company SEC Documents filed after the date hereof through the Closing, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements Since the Lookback Date, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Parent included in Company SEC Documents (including the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in therein) that are not resolved, or as of the date hereof has received any written notice from the SEC Filings comply in all material respects or other Governmental Entity that such Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the financial statements included therein). No Company Subsidiary is required to file any forms, reports or other documents with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete Each periodic report, registration statement and correct copies of all reports and other filings definitive proxy statement filed by the Parent with the SEC pursuant since it has been required to do so (as such documents since the Securities Act time of their filing have been amended and each document filed between the date hereof and the Securities Exchange Act of 1934Effective Time, the "Parent SEC Reports"), which include all the documents (other than preliminary material) that Parent was required to file with the SEC, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Filings did not contain Reports. None of the Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. All material agreements, contracts and other documents required to be filed as exhibits to any of the Parent SEC Reports have been filed. The audited financial statements of the Parent included in the SEC Filings such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the cases of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (iiisubject in the case of the unaudited statements, to normal, recurring audit adjustments) present fairly in all material respects the consolidated financial position of Parent and the Parent Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject to normal year-end adjustments and . Neither Parent nor any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto Parent Subsidiaries has any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and such unaudited financial statements whether due or to become due, except (i) were prepared from as and to the books extent set forth on the audited consolidated balance sheet of Parent and records the Parent Subsidiaries as of December 31, 1997 (including the Parentnotes thereto) (the "Parent Balance Sheet"), (ii) were prepared as incurred in accordance connection with GAAP on a consistent basis the transactions contemplated, or as provided, by this Agreement, (except iii) as may be indicated therein incurred in the ordinary course of business and which would not, individually or in the notes or schedules theretoaggregate, have a Material Adverse Effect on Parent, (iv) and (iii) present fairly the financial position of as described in the Parent SEC Reports or (v) as at the dates thereof and the results of operations and cash flows for the periods then endedwould not, subject to normal year-end adjustments and any other adjustments described therein individually or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC aggregate, otherwise have a Material Adverse Effect on or before the Closing DateParent.

SEC Reports and Financial Statements. The Parent Company has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act true and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date complete copies of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Company SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderDocuments. As of their respective datesdates or, if amended, as of the date of the last such amendment filed prior to the date hereof, the Company SEC Filings Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company Financial Statements have been prepared from, and are in accordance with, in each case, in all material respects, the books and records of the Company and its consolidated Subsidiaries, and comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with U.S. GAAP (except, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the period involved (except as may be indicated therein or stated in the notes or schedules thereto) and (iii) fairly present fairly in all material respects the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the times and for the periods then endedreferred to therein, subject subject, with respect to interim unaudited financial statements, to normal and recurring year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed that are not reasonably likely to be made with respect to all filings made with the SEC on or before the Closing Datematerial in amount.

SEC Reports and Financial Statements. The Parent Company and each of its subsidiaries has filed with the SEC, and has heretofore delivered or made available to the Company Parent, true and complete and correct copies of of, all reports forms, reports, schedules, statements and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it since January 1, 1996 under the Parent under Exchange Act or the Securities Act of 1933 (the "Securities Act") (such forms, reports, schedules, statements and Exchange Act since such dateother documents, including any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). All documents that are required to be filed as exhibits to The Company SEC Documents, at the SEC Filings have been so time filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof), none of the Company SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Company included in the Company SEC Filings Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited statements, to normal, recurring audit adjustments) present fairly the consolidated financial position of the Parent Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The (a) Since January 1, 2018, Parent has heretofore delivered filed or made available furnished all forms, statements, documents and reports required to the Company complete and correct copies of all reports and other filings be filed or furnished by the Parent it with the SEC pursuant to (such forms, statements, documents and reports, the “Parent SEC Documents”). As of their respective filing dates, the Parent SEC Documents (including amendments) complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act and the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”)case may be, and the applicable rules and regulations promulgated thereunder (and the “Acts”) since listing and including the effective date corporate governance rules and regulations of the Form SB-2 Registration Statement NASDAQ, and none of the Parent SEC Documents contained (or with respect to Parent SEC Documents filed after the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so fileddate hereof, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain will contain) any untrue statement of a material fact or omit omitted (or with respect to Parent SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements Since January 1, 2018, Parent has not received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Parent included in SEC Documents (including the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in therein) that are not resolved, or as of the date hereof has received any written notice from the SEC Filings comply in all material respects with or other Governmental Entity that such Parent SEC Documents (including the published rules and regulations financial statements included therein) are being reviewed or investigated, and, to Parent’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC with respect thereto and such unaudited or any other Governmental Entity of any Parent SEC Documents (including the financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Dateincluded therein).

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete Each periodic report, registration statement and correct copies of all reports and other filings definitive proxy statement filed by the Parent Company with the SEC pursuant Securities and Exchange Commission ("SEC") since it has been required to do so (as such documents since the Securities Act time of their filing have been amended and each document filed between the date hereof and the Securities Exchange Act of 1934Effective Time, the "Company SEC Reports"), which include all the documents (other than preliminary material) that the Company was required to file with the SEC, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Filings did not contain Reports. None of the Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. All material agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Reports have been filed. The audited financial statements of the Parent Company included in the SEC Filings such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the cases of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (iiisubject in the case of the unaudited statements, to normal, recurring audit adjustments) present fairly in all material respects the consolidated financial position of the Parent Company and the Company Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject to normal year-end adjustments and . Neither the Company nor any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto Company Subsidiaries has any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and such unaudited financial statements whether due or to become due, except (i) were prepared from as and to the books and records extent set forth on the audited consolidated balance sheet of the ParentCompany and the Company Subsidiaries as of December 31, 1997 (including the notes thereto) (the "Company Balance Sheet"), (ii) were prepared as incurred in accordance connection with GAAP on a consistent basis the transactions contemplated, or as provided, by this Agreement, (except iii) as may be indicated therein described in the Company SEC Reports (iv) as incurred in the ordinary course of business and which would not, individually or in the notes aggregate have a Material Adverse Effect on the Company or schedules thereto(v) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedwould not, subject to normal year-end adjustments and any other adjustments described therein individually or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with aggregate, otherwise have a Material Adverse Effect on the SEC on or before the Closing DateCompany.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to (a) Since January 1, 2016, the Company complete has timely filed or furnished all forms, statements, schedules, documents and correct copies of all reports and other filings required to be filed or furnished by the Parent it with the SEC pursuant (such forms, statements, schedules, documents and reports, the “Company SEC Documents”). As of their respective filing dates or, if amended prior to the Securities Act date hereof, as of the date of (and giving effect to) the Securities Exchange last such amendment, the Company SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act of 19342002, as amended (the “Exchange Sarbanes Oxley Act”), the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder (and the “Acts”) since listing and including the effective date corporate governance rules and regulations of the Form SB-2 Registration Statement NYSE, and none of the Company SEC Documents contained (or, with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as Company SEC Documents filed after the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so fileddate hereof, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain will contain) any untrue statement of a material fact or omit omitted (or, with respect to the Company SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements Since January 1, 2016, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Parent included in Company SEC Documents (including the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in therein) that are not resolved, or, as of the date hereof, has received any written notice from the SEC Filings comply in all material respects or other Governmental Entity that such Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the financial statements included therein). No Company Subsidiary is required to file any forms, reports or other documents with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to (a) Since January 1, 2017, the Company complete has timely filed or furnished all forms, statements, documents and correct copies of all reports and other filings required to be filed or furnished by the Parent it with the SEC pursuant to (such forms, statements, documents and reports, the “Company SEC Documents”). As of their respective filing dates the Company SEC Documents (including amendments) complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), the Securities Act and the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”)case may be, and the listing and corporate governance rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement NYSE, and none of the Company SEC Documents contained (or, with respect to Company SEC Documents filed after the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so fileddate hereof, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did will not contain contain) any untrue statement of a material fact or omitted to state (or, with respect to Company SEC Documents filed after the date hereof, will omit to state a state) any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in Company SEC Documents filed or furnished on a later date (but before the date hereof) will be deemed to modify information as of an earlier date). The audited financial statements Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2017 relating to the Company SEC Documents, together with all written responses of the Parent included in Company thereto. Since January 1, 2017, neither the Company nor any Company Subsidiary has received from the SEC Filings comply in all material respects or any other Governmental Entity any written comments or questions with the published rules and regulations respect to any of the Company SEC with respect thereto, and such audited financial statements Documents (i) were prepared from including the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in therein) that are not resolved, or as of the date hereof has received any written notice from the SEC Filings comply in all material respects with or other Governmental Entity that such Company SEC Documents (including the published rules and regulations of financial statements included therein) are being reviewed or investigated, and, to the Company’s Knowledge, there is not any investigation or review being conducted by the SEC with respect thereto and such unaudited or any other Governmental Entity of any Company SEC Documents (including the financial statements (i) were prepared from the books and records of the Parentincluded therein). No Company Subsidiary is required to file or furnish any report, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein statement, schedule, form or in the notes other document with, or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and make any other adjustments described therein filing with, or in furnish any other material to, the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company prior to the Execution Date, and shall deliver to the Company through the Closing Date, by direction to the SEC’s XXXXX website a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed or to be filed by the Parent or any of its Subsidiaries with the SEC pursuant since December 31, 2008 (as such documents have since the time of their filing been amended or supplemented, the “Parent SEC Reports”), which are all the documents (other than preliminary material) that Parent and its Subsidiaries were required to file with the SEC since such date. As of their respective dates, the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act and or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filedcase may be, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Each Subsidiary of Parent is treated as a consolidated Subsidiary of Parent in the notes or schedules theretoParent Financial Statements for all periods covered thereby. The unaudited financial statements included Parent is not a “Shell Company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934. At all times since at least August 21, 2008, Parent has: (a) been engaged in the SEC Filings comply in all material respects with business of commercializing the published rules Safe Cell Tab product; (b) pursued a bona fide business strategy to market, sell and regulations distribute the Safe Cell Tab product on a worldwide basis through multiple distribution partners; (c) had a continuing plan of the SEC with respect thereto operation that is and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP has been carried out on a consistent basis basis; (except as may be indicated therein d) acquired, held and disposed of its assets in a manner that is and has been consistent with its plan of operation; (e) operated continuously and without material interruption or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made disruption with respect to all filings the Safe Cell Tab business; (f) has made with sales of the SEC on or before the Closing DateSafe Cell Tab product; and (g) has generated revenues and made expenditures in connection its operating activities.

SEC Reports and Financial Statements. The Parent Autobytel has heretofore delivered or made available to filed with the Company complete and correct SEC copies of all forms, reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended documents (the “Exchange Act”), and the rules and regulations thereunder (the “ActsAutobytel SEC Documents”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent it under the Securities Act and or the Exchange Act since Act. None of such date. All documents that are required to be filed Autobytel SEC Documents (as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which has been corrected or otherwise disclosed or updated in a subsequent Autobytel SEC Document). The audited and unaudited financial statements of the Parent Autobytel included in any Autobytel SEC Document (the SEC Filings “Autobytel Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements, including the related notes), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) fairly present fairly the financial position of the Parent Autobytel as at of the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments audit adjustments, and any other adjustments described therein or except for the absence of certain footnote information in the unaudited statements. Autobytel does not have any material liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on its balance sheet as of December 31, 2003 (including the notes or schedules thereto. The unaudited financial statements thereto and the other disclosures made in Autobytel’s Form 10-K for the year ended December 31, 2003, the “Autobytel Balance Sheet”) included in the Autobytel SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the ParentDocuments, or (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or incurred in the notes or schedules thereto) and (iii) present fairly the financial position ordinary course of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made business consistent with respect to all filings made with the SEC on or before the Closing Datepast practice since such date.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available provided to the Company prior to the execution of this Agreement by direction to the XXXXX website maintained by the United States Securities and Exchange Commission (the "SEC") a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy or information statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents or required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor or any of its subsidiaries is in default thereunderSubsidiaries with the SEC since January 1, 2010 (as these documents have since the time of their filing been amended or supplemented, the "Parent SEC Reports"). Parent did not file any reports with the SEC except as set forth on the SEC's XXXXX website. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Each Subsidiary of Parent is treated as a consolidated Subsidiary of Parent in the notes or schedules theretoParent Financial Statements for all periods covered thereby. The unaudited financial statements included Parent's information statement on Schedule 14C and the mailing thereof in connection with the SEC Filings comply amendment of Parent's Articles of Incorporation complied in all material respects with the published Exchange Act and the rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Datepromulgated thereunder.

SEC Reports and Financial Statements. The Parent Autobytel has heretofore delivered or made available to filed with the Company complete and correct SEC copies of all forms, reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended documents (the “Exchange Act”), and the rules and regulations thereunder (the “ActsAutobytel SEC Documents”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent it under the Securities Act and or the Exchange Act since Act. None of such date. All documents that are required to be filed Autobytel SEC Documents (as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which has been corrected or otherwise disclosed or updated in a subsequent Autobytel SEC Document). The audited and unaudited financial statements of the Parent Autobytel included in any Autobytel SEC Document (the SEC Filings “Autobytel Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements, including the related notes), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) fairly present fairly the financial position of the Parent Autobytel as at of the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments audit adjustments, and any other adjustments described therein or except for the absence of certain footnote information in the unaudited statements. Autobytel does not have any material liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on its balance sheet as of December 31, 2002 (including the notes or schedules thereto. The unaudited financial statements thereto and the other disclosures made in Autobytel’s Form 10-K for the year ended December 31, 2002, the “Autobytel Balance Sheet”) included in the Autobytel SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the ParentDocuments, or (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or incurred in the notes or schedules thereto) and (iii) present fairly the financial position ordinary course of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made business consistent with respect to all filings made with the SEC on or before the Closing Datepast practice since such date.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company prior to the execution of this Agreement a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent or any of its Subsidiaries with the SEC pursuant to since October 20, 1994 (as such documents have since the Securities Act and time of their filing been amended or supplemented, the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Parent SEC Reports"), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute which are all of the documents (other than preliminary material) that Parent and its Subsidiaries were required to be filed by file with the Parent under the Securities Act and Exchange Act SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, (ii) that were required to be filed were timely filed, and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent is eligible to use Form S-3 pursuant to the rules therefor promulgated by the SEC. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Except as set forth in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position Section 4.5 of the Parent Disclosure Letter, each Subsidiary of Parent is treated as at the dates thereof and the results a consolidated Subsidiary of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or Parent in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to Parent Financial Statements for all filings made with the SEC on or before the Closing Dateperiods covered thereby.

SEC Reports and Financial Statements. The Parent Autobytel has heretofore delivered or made available to filed with the Company complete and correct SEC copies of all forms, reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended documents (the “Exchange Act”), and the rules and regulations thereunder (the “ActsAutobytel SEC Documents”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent it under the Securities Act and or the Exchange Act since Act. None of such date. All documents that are required to be filed Autobytel SEC Documents (as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which has been corrected or otherwise disclosed or updated in a subsequent Autobytel SEC Document). The audited and unaudited financial statements of the Parent Autobytel included in any Autobytel SEC Document (the SEC Filings “Autobytel Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis (except as otherwise stated in such financial statements, including the related notes), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) fairly present fairly the financial position of the Parent Autobytel as at of the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments audit adjustments, and any other adjustments described therein or except for the absence of certain footnote information in the unaudited statements. Autobytel does not have any material liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on its balance sheet as of December 31, 2003 (including the notes or schedules thereto. The unaudited financial statements thereto and the other disclosures made in Autobytel’s Form 10-K for the year ended December 31, 2003, the “Autobytel Balance Sheet”) included in the Autobytel SEC Filings comply Documents, or (ii) incurred in the ordinary course of business consistent with past practice since such date. Since December 31, 2003, there has not occurred any change, event or condition that has resulted or is reasonably likely to result in a Material Adverse Effect on Autobytel, and since December 31, 2003, Autobytel has conducted its business consistent, in all material respects respects, with the published rules and regulations description thereof contained in its Form 10-K for the year ended December 31, 2003. Autobytel is in compliance, in all material respects, with all applicable requirements of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules theretoNasdaq National Market. The foregoing representations and warranties in this Section 4.4 shall also be deemed Nasdaq National Market is the only exchange on which Autobytel has applied to be made with respect to all filings made with the SEC on or before the Closing Datelist its shares of common stock.

SEC Reports and Financial Statements. The Parent Since January 1, 2001, Wizzard has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent Wizzard in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “"Wizzard SEC Filings”Reports"). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Wizzard SEC Filings did not contain Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Wizzard SEC Reports and, except to the extent that information contained in any Wizzard SEC Report has been revised or superseded by a later Wizzard SEC Report filed and publicly available prior to the date of this Agreement, none of the Wizzard SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Wizzard included in the Wizzard SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and records other financial Records of the ParentWizzard, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Wizzard and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes Wizzard SEC Reports, Wizzard has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business. The unaudited financial statements included in the Wizzard SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-B promulgated by the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations thereunder (the “"Acts”") since and including the effective filing date of the Form SB-2 Registration Statement with respect to the Parent’s Company's initial public offering (such reports and other filings collectively referred to herein as the “"SEC Filings”"). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such dateSEC Acts with the SEC. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows (or changes in financial position, for the fiscal year ended September 30, 1998 and earlier years) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto thereto; and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 5.5(a) shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing DateEffective Time.

SEC Reports and Financial Statements. The Parent Purchaser has heretofore delivered or made available to filed with the Company Securities and Exchange Commission true and complete and correct copies of the Purchaser’s Annual Report on Form 10K/A (Amendment No. 2) for the year ended December 31, 2004 and all reports forms, reports, schedules, statements and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent Purchaser under the Securities Act Act, or the Securities Exchange Act, from and Exchange Act since after the filing thereof (such dateannual report, forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, the “Purchaser SEC Documents”). All documents that are required to be filed as exhibits to The Purchaser SEC documents, at the SEC Filings have been so time filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply , and (b) complied in all material respects with the published applicable requirements of the Securities Exchange Act, and the Securities Act, as the case may be, and the applicable rules and regulations promulgated thereunder. Except as indicated, there have not been any amendments to the Purchaser SEC Documents since the initial filing thereof. The financial statements of the Purchaser contained in the Purchaser SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were Documents have been prepared in accordance with GAAP applied on a consistent basis during the period involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission) and fairly present (iiisubject, in the case of the unaudited statements, to normal, recurring audit adjustments) present fairly the consolidated financial position of the Parent Purchaser and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company prior to the execution of this Agreement by direction to the SEC’s XXXXX website a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required or to be filed by Parent or any of its Subsidiaries with the SEC since January 1, 2017 (as such documents have since the time of their filing been amended or supplemented, the “Parent under SEC Reports”), which are all the Securities Act documents (other than preliminary material) that Parent and Exchange Act its Subsidiaries were required to file with the SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Each Subsidiary of Parent is treated as a consolidated Subsidiary of Parent in the notes or schedules theretoParent Financial Statements for all periods covered thereby. The unaudited financial statements included in To the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position knowledge of the Parent , other than as set forth in Schedule 4.11 there are no material liabilities or obligations, either fixed or contingent, not disclosed or referenced in the Parent Financial Statements or in any exhibit or notes thereto other than contracts or obligations occurring in the ordinary course of business since September 30, 2019; and no such contracts or obligations occurring in the ordinary course of business constitute liens or other liabilities which materially alter the financial condition of Company as reflected in the Parent Financial Statements. Parent has, or will have at the dates thereof Closing, good title to all assets, properties or contracts shown on the Parent Financial Statements subject only to dispositions and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or transactions in the notes or schedules thereto. The foregoing representations ordinary course of business, the disclosures set forth herein and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Datetherein and liens and encumbrances of record disclosed therein.

SEC Reports and Financial Statements. The Parent Purchaser has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent Purchaser in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Purchaser SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC Filings did not contain Reports and, except to the extent that information contained in any Purchaser SEC Report has been revised or superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, none of the Purchaser SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Purchaser included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentPurchaser, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Purchaser and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes Purchaser SEC Reports, Purchaser has no liabilities or schedules thereto. The unaudited financial statements included obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the SEC Filings comply in all material respects with Ordinary Course of Business since the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Purchaser Balance Sheet Date.

SEC Reports and Financial Statements. The (a) Except as set forth in Section 4.6(a) of the Purchaser Disclosure Schedule, since December 31, 2010, Parent has heretofore delivered timely filed or made available to the Company complete otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed or furnished by the Parent it under the Securities Act and or the Exchange Act Act, as the case may be (as have been supplemented, modified or amended since the time of filing so long as such date. All documents that are required to be filed as exhibits supplement, modification or amendment has occurred prior to the date of this Agreement, collectively, the “Parent SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderDocuments”). As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Parent SEC Filings Documents (i) did not (or with respect to 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 light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply misleading and (ii) complied in all material respects with the published applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. To the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. None of Parent’s Subsidiaries is currently required to make any filings with respect thereto, and such the SEC other than the Parent Advisers in their capacities as registered investment advisors. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and its Subsidiaries included in the Parent SEC Documents (icollectively, the “Parent Financial Statements”) were (A) have been or will be, as the case may be, prepared from the books Books and records Records of the ParentParent and its Subsidiaries, (iiB) were have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) thereto or, in the case of interim financial statements, for normal and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal recurring year-end adjustments that are not material in amount or nature and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in as may be permitted by the SEC Filings comply on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (C) fairly present in all material respects with the published rules consolidated financial position and regulations the consolidated results of operations, cash flows and changes in stockholders’ equity of Parent and its Subsidiaries as of the SEC with respect thereto dates and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject referred to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Datetherein.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to Except as set forth in the Company complete Cal ------------------------------------ Jockey Disclosure Schedules, each form, report, schedule, registration statement and correct copies of all reports and other filings definitive proxy statement filed by the Parent Cal Jockey with the SEC pursuant since December 31, 1995 and prior to the Securities Act date hereof (as such documents have been amended prior to the date hereof and relate to Cal Jockey, collectively, the "Cal Jockey SEC -------------- Reports"), as of their respective dates, complied in all material respects with ------- the applicable requirements of the Securities Act, the Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (thereunder. Except as set forth in the “Acts”) since and including the effective date Cal Jockey Disclosure Schedules, none of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein Cal Jockey SEC Reports, as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The audited consolidated financial statements of the Parent Cal Jockey and its subsidiaries included in the SEC Filings such reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) present fairly the respective consolidated financial position of the Parent Cal Jockey and its subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Except as set forth in the Cal Jockey Disclosure Schedule, subject since December 31, 1995, neither Cal Jockey nor any of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to normal year-end adjustments become due) of any nature, except liabilities, obligations or contingencies (i) which are reflected on the unaudited balance sheet of Cal Jockey and any other adjustments described therein its subsidiaries, as of June 30, 1996 (including the notes thereto), or (ii) which (A) were incurred in the ordinary course of business after June 30, 1996 and consistent with past practices, (B) are disclosed in the Cal Jockey SEC Reports filed after June 30, 1996, or (C) would not, individually or in the notes or schedules theretoaggregate, have a Cal Jockey Material Adverse Effect. The unaudited financial statements included Since December 31, 1995, there has been no change in the SEC Filings comply in all material respects with the published rules and regulations any of the SEC with respect thereto and such unaudited financial statements significant accounting (iincluding tax accounting) were prepared from the books and records policies, practices or procedures of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein Cal Jockey or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Datematerial subsidiary.

SEC Reports and Financial Statements. The Parent Ophthalmic has heretofore delivered or filed with ------------------------------------ the SEC, and has made available to the Company complete and correct Premier, copies of all forms, reports and other filings filed by the Parent with the documents ("Ophthalmic SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”Reports") since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent it since September 1, 1994 under the Securities Act and or the Exchange Act since Act. None of such date. All documents that are required to be filed Ophthalmic SEC Reports (as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which as been corrected or otherwise disclosed or updated in a subsequent Ophthalmic SEC Report). The audited and unaudited consolidated financial statements of the Parent Ophthalmic included in the any Ophthalmic SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were Report on Form 10-QSB or Form 10-KSB have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements, including the related notes or, in the notes or schedules thereto) and (iii) present fairly the financial position case of unaudited statements, as permitted by Form 10-QSB of the Parent SEC rules), comply as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) fairly present fairly the financial position of the Parent Ophthalmic as at of the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments audit adjustments, and any other adjustments described therein or except for the absence of certain footnote information in the unaudited statements. Except as set forth in Section 4.5 of the Ophthalmic Disclosure Schedule, Ophthalmic does not have any liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on the balance sheet as at November 30, 1997 (including the notes thereto and the other disclosure made in Ophthalmic's Form 10-QSB for the quarter ended November 30, 1997) included in the Ophthalmic SEC Reports, or schedules thereto. The foregoing representations and warranties (ii) incurred in this Section 4.4 shall also be deemed to be made the ordinary course of business consistent with respect to all filings made with the SEC on or before the Closing Date.past practice since such date

SEC Reports and Financial Statements. The Parent (a) Since January 1, 2009, the Company has heretofore delivered filed with or made available furnished to the Company complete and correct copies of SEC all reports forms, reports, schedules, certifications, registration statements, definitive proxy statements and other filings documents required to be filed or furnished by the Parent Company with or to the SEC. All such forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (i) the Company SEC Reports filed prior to the date of this Agreement complied, and the Company SEC Reports to be filed after the date of this Agreement will comply, in all material respects with the SEC pursuant to requirements of the Securities Act and the Securities Exchange Act of 19341933, as amended (the “Exchange Securities Act”), and the Exchange Act, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (ii) none of such Company SEC Reports that is not a registration statement contained (or, in the “Acts”) since and including case of Company SEC Reports to be filed after the effective date of this Agreement, will contain) any untrue statement of a material fact or omitted (or, in the Form SB-2 Registration Statement with respect case of SEC Reports to be filed after the Parent’s initial public offering (such reports and other filings collectively referred date of this Agreement, will omit) to herein as the “SEC Filings”). The SEC Filings constitute all of the documents state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed by the Parent under pursuant to the Securities Act Act, as of the date such registration statement or amendment became effective, did not, and Exchange Act since each such date. All documents that are required to be Company SEC Report filed as exhibits subsequent to the SEC Filings have been so fileddate of this Agreement and prior to the consummation of the Offer will not, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The audited financial statements As of the Parent included in date of this Agreement, there are no outstanding or unresolved material comments received from the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made Staff with respect to all filings made with the Company SEC on or before the Closing DateReports.

SEC Reports and Financial Statements. The Parent Ophthalmic has heretofore delivered or filed with the SEC, and has made available to the Company complete and correct Premier, copies of all forms, reports and other filings filed by the Parent with the documents ("Ophthalmic SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”Reports") since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent it since September 1, 1994 under the Securities Act and or the Exchange Act since Act. None of such date. All documents that are required to be filed Ophthalmic SEC Reports (as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which as been corrected or otherwise disclosed or updated in a subsequent Ophthalmic SEC Report). The audited and unaudited consolidated financial statements of the Parent Ophthalmic included in the any Ophthalmic SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were Report on Form 10-QSB or Form 10-KSB have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements, including the related notes or, in the notes or schedules thereto) and (iii) present fairly the financial position case of unaudited statements, as permitted by Form 10-QSB of the Parent SEC rules), comply as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) fairly present fairly the financial position of the Parent Ophthalmic as at of the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments audit adjustments, and any other adjustments described therein or except for the absence of certain footnote information in the unaudited statements. Except as set forth in Section 4.5 of the Ophthalmic Disclosure Schedule, Ophthalmic does not have any liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on the balance sheet as at November 30, 1997 (including the notes thereto and the other disclosure made in Ophthalmic's Form 10-QSB for the quarter ended November 30, 1997) included in the Ophthalmic SEC Reports, or schedules thereto(ii) incurred in the ordinary course of business consistent with past practice since such date. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.SECTION 4.6

SEC Reports and Financial Statements. The Parent Autobytel has heretofore delivered or filed with ------------------------------------ the SEC and has made available to the Company complete and correct Autoweb, copies of all forms, reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended documents (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”"Autobytel SEC Documents") since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent it under the Securities Act and or the Exchange Act since Act. None of such date. All documents that are required to be filed Autobytel SEC Documents (as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which has been corrected or otherwise disclosed or updated in a subsequent Autobytel SEC Document). The audited and unaudited financial statements of the Parent Autobytel included in any Autobytel SEC Document (the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i"Autobytel Financial Statements") were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements, including the notes or schedules thereto) and (iii) present fairly the financial position of the Parent related notes), comply as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) fairly present fairly the financial position of the Parent Autobytel as at of the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments audit adjustments, and any other adjustments described therein or except for the absence of certain footnote information in the unaudited statements. Autobytel does not have any material liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on its balance sheet as at September 30, 2000 (including the notes thereto and the other disclosures made in Autobytel's Form 10-Q for the quarter ended September 30, 2000) (the "Autobytel Balance Sheet") included in the Autobytel SEC Documents, or schedules thereto(ii) incurred in the ordinary course of business consistent with past practice since such date. The foregoing representations and warranties Any such liability incurred in the ordinary course of business since September 30, 2000, which as of the date of this Agreement individually or taken together with all related liabilities in the aggregate exceeds $500,000, is listed or described on Section 4.4 shall also be deemed to be made with respect to all filings made with 3.5 of the SEC on or before the Closing DateAutobytel ----------- Disclosure Schedule.

SEC Reports and Financial Statements. The Parent Since January 1, 2018, the Buyer has heretofore delivered or made available to the Company complete and correct copies of all filed reports and made other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent Buyer under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent the Buyer nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Buyer included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the ParentBuyer, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) basis, and (iii) present fairly the financial position of the Parent Buyer as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (iA) were prepared from the books and records of the ParentBuyer, (iiB) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) ), and (iiiC) present fairly the financial position of the Parent Buyer as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date. [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

SEC Reports and Financial Statements. The Parent Buyer has heretofore delivered or made available to the Company Sellers complete and correct copies of all reports and other filings filed by the Parent Buyer with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations thereunder (the “Acts”"Exchange Act") since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering January 1, 1995 (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and "Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderFilings"). As of their respective dates, the SEC Exchange Act Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Parent Buyer included in the SEC Exchange Act Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the ParentBuyer and its consolidated subsidiaries, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent Buyer and its consolidated subsidiaries as at the dates thereof and the results of their operations and cash flows (or changes in financial positions, for the fiscal year ended December 31, 1995 and earlier years) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Exchange Act Filings (the "Buyer Interim Financial Statements") comply in all material respects with the published rules and regulations of the SEC with respect thereto thereto; and such unaudited financial statements (i) were prepared from the books and records of the ParentBuyer and its consolidated subsidiaries, (ii) were prepared in accordance with GAAP generally accepted accounting principles, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent Buyer and its consolidated subsidiaries as at the dates thereof and the results of their operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The Parent Since January 1, ------------------------------------ 1997, the Texas Company has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934all forms, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it under the Parent under Exchange Act or the Securities Act and Exchange Act since such date. All documents that are required to be filed (as exhibits to the SEC Filings they have been so amended since the time of their filing, collectively, the "Texas ----- Company SEC Documents"). The Texas --------------------- Company SEC Documents, including without limitation any financial statements or schedules included therein, at the time filed, and all contracts so any forms, reports or other documents filed as exhibits are in full force and effect, except those which are expired in accordance by the Texas Company with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings after the date of this Agreement, (a) did not at the time they were filed, 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 therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied or will be prepared in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be. The audited financial statements of the Parent Texas Company included in the Texas Company SEC Filings Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited statements, to normal audit adjustments) and fairly present (iiisubject, in the case of the unaudited statements, to normal audit adjustments) present fairly the consolidated financial position of the Parent Texas Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. All liabilities or obligations (absolute, subject accrued, fixed, contingent or otherwise) required to normal year-end adjustments and any other adjustments described therein be reflected, reserved against or otherwise disclosed in the notes or schedules thereto. The unaudited financial statements of the Texas Company included in the Texas Company SEC Filings comply Documents filed prior to the date of this Agreement have been properly reflected, reserved against or otherwise disclosed in all material respects such financial statements in accordance with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly thereto or, in the financial position case of the Parent as at the dates thereof and the results of operations and cash flows for the periods then endedunaudited statements, subject to normal year-end adjustments audit adjustments). Except as disclosed in Section 4.9 of the Texas Company Disclosure Schedule, since June 30, 1999, and prior to the date of this Agreement, no act, omission, occurrence, event, condition or circumstance has occurred or become known to the Texas Company, and no transaction, commitment or agreement has been entered into by the Texas Company or any other adjustments described therein or of its Subsidiaries, that should have been disclosed in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the Texas Company SEC on or before the Closing DateDocuments.

SEC Reports and Financial Statements. The Parent LVGI has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant all forms, reports, schedules, definitive proxy statements and other documents (collectively, the “LVGI SEC Reports”) required to be filed by LVGI with the SEC. As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, the LVGI SEC Reports complied in all material respects with the requirements of the Securities Act and of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and the respective rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect SEC promulgated thereunder applicable to the Parent’s initial public offering (such reports LVGI SEC Reports, and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all none of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the LVGI SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial consolidated balance sheets and the related consolidated statements of operations, consolidated _____ _____ ____ Initials statements of stockholders’ equity and comprehensive income (loss) and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) (collectively, the Parent included “LVGI Financial Statements”) of LVGI contained in the LVGI SEC Filings Reports have been prepared from the books and records of LVGI and its subsidiaries, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and such audited financial statements have been prepared in conformity with United States generally accepted accounting principles (i“GAAP”) were prepared from (except, in the books and records case of unaudited statements, as permitted by Form 10-Q of the Parent, (iiSEC) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretootherwise noted therein) and (iii) present fairly the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows of LVGI and its subsidiaries as of the dates or for the periods then endedpresented therein (subject, subject in the case of unaudited statements, to normal and recurring year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations ordinary course of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Datebusiness).

SEC Reports and Financial Statements. The Parent Since April 4, 2002, Buyer has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent Buyer in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “"BUYER SEC Filings”REPORTS"). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, Buyer SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Buyer SEC Filings did not contain Reports and, except to the extent that information contained in any Buyer SEC Report has been revised or superseded by a later Buyer SEC Report filed and publicly available prior to the date of this Agreement, none of Buyer SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Buyer included in the Buyer SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentBuyer, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Buyer and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and audit adjustments). Except as set forth in Buyer SEC Reports, Buyer has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other adjustments described therein than liabilities or obligations incurred in the notes or schedules theretoOrdinary Course of Business. The unaudited financial statements included in the Buyer SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-B promulgated by the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent (a) Since January 1, 2018, NIC has heretofore delivered timely filed or made available to the Company complete and correct copies of furnished all forms, statements, schedules, reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed or furnished by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to it with the SEC Filings have been so filed(such forms, statements, schedules, reports and all contracts so other documents filed as exhibits are in full force and effector furnished since January 1, except those which are expired in accordance with their terms2018, and neither Parent nor any of its subsidiaries is in default thereunderthe “NIC SEC Documents”). As of their respective datesfiling dates or, if amended prior to the date hereof, as of the date of the last such amendment, the NIC SEC Filings did not contain Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act, and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of Nasdaq, each as in effect on the date of any such filing, and none of the NIC SEC Documents contained (or, with respect to NIC SEC Documents filed after the date hereof, will contain), when filed, any untrue statement of a material fact or omit omitted (or with respect to NIC SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, at the time and in light of the circumstances under which they were made, not misleading. The audited Since January 1, 2018 through the date hereof, NIC has not received from the SEC (i) any written comments or questions with respect to any of the NIC SEC Documents (including the financial statements included therein) that are not resolved, or (ii) any written notice from the SEC that such NIC SEC Documents (including the financial statements included therein) are being reviewed or investigated. No NIC Subsidiary is required to file any forms, reports, or other documents with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of NIC and its consolidated Subsidiaries included or incorporated by reference in the NIC SEC Documents when filed or, if amended prior to the date hereof, as of the Parent included in date of (and giving effect to) the SEC Filings comply last such amendment, (i) complied in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, in each case in effect at the time of such filing, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared fairly presented in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in all material respects the notes or schedules thereto) and (iii) present fairly the consolidated financial position of the Parent NIC and its consolidated Subsidiaries, as at the respective dates thereof thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then endedended (subject, subject in the case of the unaudited quarterly financial statements, to normal year-end audit adjustments and any other adjustments adjustment described therein or permitted by the rules and regulations of the SEC and to the absence of notes) in conformity with GAAP, in all material respects, during the periods involved (subject, in the notes or schedules thereto. The case of the unaudited quarterly financial statements included in statements, to normal year-end audit adjustments and any other adjustment described therein permitted by the rules and regulations of the SEC Filings comply and to the absence of notes). (c) NIC is in compliance in all material respects with the published rules and regulations applicable provisions of the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended. Each NIC SEC with respect thereto and such unaudited Document containing financial statements (i) were prepared from that has been filed with or submitted to the books SEC was accompanied by any certifications required to be filed or submitted by NIC’s principal executive officer and records principal financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification complied in all material respects with the applicable provisions of the ParentXxxxxxxx-Xxxxx Act. Neither NIC nor any of its executive officers has, since January 1, 2018, received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (iid) were prepared Neither NIC nor any NIC Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among NIC or any NIC Subsidiary, 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 accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules theretoItem 303(a) and (iii) present fairly the financial position of Regulation S-K of the Parent as at SEC), in any such case, where the dates thereof and the results purpose of operations and cash flows for the periods then endedsuch Contract is to avoid disclosure of any material transaction involving, subject to normal year-end adjustments and or material liabilities of, NIC in NIC’s published financial statements or any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the NIC SEC on or before the Closing DateDocuments.

SEC Reports and Financial Statements. The (a) Parent has heretofore delivered or made available to the Company prior to the execution of this Agreement a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent or any of its Subsidiaries with the SEC pursuant to since December 31, 1995 (as such documents have since the Securities Act and time of their filing been amended or supplemented, the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Parent SEC Reports"), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute which are all of the documents (other than preliminary materials) that Parent and its Subsidiaries were required to be filed by file with the Parent under the Securities Act and Exchange Act SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles in the United Kingdom applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole)) present fairly the consolidated financial position of the Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Except as set forth in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position Section 4.05 of the Parent Disclosure Letter, each Subsidiary of Parent is treated as at the dates thereof and the results a consolidated subsidiary of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or Parent in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to Parent Financial Statements for all filings made with the SEC on or before the Closing Dateperiods covered thereby.

SEC Reports and Financial Statements. The Parent (a) Since January 1, 2018, NIC has heretofore delivered timely filed or made available to the Company complete and correct copies of furnished all forms, statements, schedules, reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed or furnished by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to it with the SEC Filings have been so filed(such forms, statements, schedules, reports and all contracts so other documents filed as exhibits are in full force and effector furnished since January 1, except those which are expired in accordance with their terms2018, and neither Parent nor any of its subsidiaries is in default thereunderthe “NIC SEC Documents”). As of their respective datesfiling dates or, if amended prior to the date hereof, as of the date of the last such amendment, the NIC SEC Filings did not contain Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act, the Securities Act, and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of Nasdaq, each as in effect on the date of any such filing, and none of the NIC SEC Documents contained (or, with respect to NIC SEC Documents filed after the date hereof, will contain), when filed, any untrue statement of a material fact or omit omitted (or with respect to NIC SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein, at the time and in light of the circumstances under which they were made, not misleading. The audited financial statements of Since January 1, 2018 through the Parent included in date hereof, NIC has not received from the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records any written comments or questions with respect to any of the ParentNIC SEC Documents (including the financial statements included therein) that are not resolved, or (ii) were prepared in accordance with GAAP applied on a consistent basis any written notice from the SEC that such NIC SEC Documents (except as may be indicated therein or in including the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects therein) are being reviewed or investigated. No NIC Subsidiary is required to file any forms, reports, or other documents with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent Purchaser has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent Purchaser in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Purchaser SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC Filings did not contain Reports and, except to the extent that information contained in any Purchaser SEC Report has been revised or superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, none of the Purchaser SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Purchaser included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentPurchaser, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Purchaser and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and audit adjustments). Except as set forth in Purchaser SEC Reports, Purchaser has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other adjustments described therein than liabilities or obligations incurred in the notes or schedules theretoOrdinary Course of Business. The unaudited financial statements included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed all material contracts required to be made disclosed pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC. Purchaser is not aware of any existing, threatened, or pending inquiries or comments from the SEC regarding any of Purchaser’s prior periodic filings with the SEC and Purchaser has no reason to believe that any such inquiries or comments are forthcoming with respect to all filings made with the SEC on or before the Closing Dateany said prior filings.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations thereunder (the “Acts”"Exchange Act") since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering August 1, 1997 (such reports and other filings collectively referred to herein as the “SEC "Exchange Act Filings”"). The SEC Exchange Act Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act with the SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Exchange Act Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Parent included in the SEC Exchange Act Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited consolidated financial statements (i) were prepared from the books and records of the ParentParent and its consolidated subsidiaries, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent and its consolidated subsidiaries as at the dates thereof and the results of their operations and cash flows (or changes in financial position, for the fiscal year ended July 31, 1997 and earlier years) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Exchange Act Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto thereto; and such unaudited financial statements (i) were prepared from the books and records of the ParentParent and its consolidated subsidiaries, (ii) were prepared in accordance with GAAP generally accepted accounting principles, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent and its consolidated subsidiaries as at the dates thereof and the results of their operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The Parent CBC has heretofore delivered or made available to the Company Mr. Wax complete and correct copies of all reports and other filings filed by the Parent CBC with the SEC pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations thereunder (the “"Acts”") since and including the effective filing date of the Form SB-2 Registration Statement with respect to the Parent’s Company's initial public offering (such reports and other filings collectively referred to herein as the “"SEC Filings”"). The SEC Filings constitute all of the documents required to be filed by the Parent CBC under the Securities Act and Exchange Act since such dateSEC Acts with the SEC. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits and which are material are in full force and effect, except those which are expired in accordance with their termsterms or have otherwise been terminated, and neither Parent CBC nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent CBC included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the ParentCBC, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent CBC as at the dates thereof and the results of operations and cash flows (or changes in financial position, from the previous fiscal year) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.then

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete Undisclosed Liabilities. Each form, report, schedule, registration statement and correct copies of all reports and other filings definitive proxy statement filed by the Parent with the SEC pursuant since December 31, 1996 and prior to the date hereof (as such documents have been amended prior to the date hereof, the "Parent SEC Reports"), as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date thereunder. None of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein Parent SEC Reports, as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited Parent has made available to the Company true, accurate and complete copies of all of the Parent SEC Reports. The consolidated financial statements of the Parent and the Parent Subsidiaries included in the SEC Filings such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes or schedules theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (iiisubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) present fairly the consolidated financial position of the Parent and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since December 31, subject 1998, neither the Parent nor any of its Subsidiaries has incurred any material liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to normal year-end adjustments become due) of any nature, except material liabilities, obligations or contingencies (a) which are reflected on the audited balance sheet of the Parent and any other adjustments described therein its Subsidiaries as at December 31, 1998 (including the notes thereto), or (b) which (i) were incurred in the notes ordinary course of business after December 31, 1998 and consistent with past practices, or (ii) are disclosed in the Parent SEC Reports filed after December 31, 1998. Since December 31, 1996, the Parent has timely filed with the SEC all forms, reports and other documents required to be filed by the Parent prior to the date hereof, and no Parent Subsidiary has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and regulations thereunder. Prior to the Effective Time, the Parent will timely file all forms, reports, schedules theretoand registration statements required to be filed by the Securities Act or Exchange Act and the rules and regulations thereunder ("Future Parent SEC Reports"). The unaudited All such Future Parent SEC Reports and the consolidated financial statements included in the SEC Filings therein shall comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties made by the Parent in this Section 4.4 shall also be deemed to be made 4.7 with respect to all filings made with the Parent SEC on or before the Closing DateReports.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete Each form, report, schedule, registration statement and correct copies of all reports and other filings definitive proxy statement filed by the Parent with the SEC pursuant since January 1, 2003 (as such documents have been amended prior to the date hereof, the "Parent SEC Reports"), as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”), ") and the rules and regulations thereunder (the “Acts”) since and including the effective date thereunder. None of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein Parent SEC Reports, as the “SEC Filings”). The SEC Filings constitute all of the documents required date on which such SEC Report was declared effective pursuant to be filed by the Parent under the Securities Act and Exchange Act since or the date on which such date. All documents that are required to be SEC Report was filed as exhibits pursuant to the SEC Filings have been so filedExchange Act, and all contracts so filed as exhibits are in full force and effectapplicable, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain contained or contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The audited consolidated financial statements of the Parent and its subsidiaries included in the SEC Filings such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis (except as may be indicated therein or except, in the notes or schedules theretocase of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (iiisubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) present fairly the consolidated financial position of the Parent and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The Parent Except as set forth on Schedule “A” hereto, since December 31, 2012, OICco has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent OICco in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “OICco SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the OICco SEC Filings did not contain Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such OICco SEC Reports and, except to the extent that information contained in any OICco SEC Report has been revised or superseded by a later OICco SEC Report filed and publicly available prior to the date of this Agreement, none of the OICco SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent OICco included in the OICco SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentOICco, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent OICco and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes OICco SEC Reports, OICco has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business. The unaudited financial statements included in the OICco SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-K promulgated by the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent Since the Effective Date, Purchaser has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent Purchaser in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Purchaser SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC Filings did not contain Reports and, except to the extent that information contained in any Purchaser SEC Report has been revised or superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, none of the Purchaser SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Purchaser included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentPurchaser, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Purchaser and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes Purchaser SEC Reports, Purchaser has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the Ordinary Course of Business since the Purchaser Balance Sheet Date. The unaudited financial statements included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-B promulgated by the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company prior to the execution of this Agreement by direction to the SEC’s EXXXX website a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required or to be filed by Parent or any of its Subsidiaries with the SEC since January 1, 2017 (as such documents have since the time of their filing been amended or supplemented, the “Parent under SEC Reports”), which are all the Securities Act documents (other than preliminary material) that Parent and Exchange Act its Subsidiaries were required to file with the SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Each Subsidiary of Parent is treated as a consolidated Subsidiary of Parent in the notes or schedules theretoParent Financial Statements for all periods covered thereby. The unaudited financial statements included in To the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position knowledge of the Parent , other than as set forth in Schedule 4.11 there are no material liabilities or obligations, either fixed or contingent, not disclosed or referenced in the Parent Financial Statements or in any exhibit or notes thereto other than contracts or obligations occurring in the ordinary course of business since September 30, 2019; and no such contracts or obligations occurring in the ordinary course of business constitute liens or other liabilities which materially alter the financial condition of Company as reflected in the Parent Financial Statements. Parent has, or will have at the dates thereof Closing, good title to all assets, properties or contracts shown on the Parent Financial Statements subject only to dispositions and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or transactions in the notes or schedules theretoordinary course of business, the disclosures set forth herein and therein and liens and encumbrances of record disclosed therein. The foregoing representations Cxxxxxxx/Splash Agreement and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.Plan of Merger

SEC Reports and Financial Statements. The Parent Since February 12, 2008, Purchaser has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent Purchaser in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Purchaser SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC Filings did not contain Reports and, except to the extent that information contained in any Purchaser SEC Report has been revised or superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, none of the Purchaser SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Purchaser included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentPurchaser, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Purchaser and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes Purchaser SEC Reports, Purchaser has no liabilities or schedules thereto. The unaudited financial statements included obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the SEC Filings comply in all material respects with Ordinary Course of Business since the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Purchaser Balance Sheet Date.

SEC Reports and Financial Statements. The (a) Parent has ------------------------------------ filed with the SEC and has heretofore delivered or made available to the Company true and complete and correct copies of of, all reports forms, reports, schedules, statements and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it and its subsidiaries since January 1, 1996 under the Parent under Exchange Act, and the Securities Act and Exchange Act since (as such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filedamended since the time of their filing, together with all exhibits and all contracts so filed as exhibits are in full force and effectschedules thereto collectively, except those which are expired in accordance with their terms, and neither the "Parent nor any of its subsidiaries is in default thereunderSEC Documents"). As of their respective datesdates -------------------- or, if amended, as of the date of the last such amendment, the Parent SEC Filings Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply misleading and (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements (including any related notes and schedules) included in the Parent SEC Documents complies as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were has been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and (iii) present fairly presents in all material respects the consolidated financial position of the Parent as at the dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of Parent and its consolidated subsidiaries as at the dates thereof or for the periods then endedpresented therein (subject, subject in the case of unaudited interim financial statements, to normal year-end adjustments adjustments). All material agreements, contracts and other documents required to be filed as exhibits to any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing DateDocuments have been so filed.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended, and the rules and regulations thereunder (the “Acts”"Exchange Act") since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering August 1, 1997 (such reports and other filings collectively referred to herein as the “SEC "Exchange Act Filings”"). The SEC Exchange Act Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act with the SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Exchange Act Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Parent included in the SEC Exchange Act Filings comply at the time of their filing complied in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited consolidated financial statements (i) were prepared from the books and records of the ParentParent and its consolidated subsidiaries, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent and its consolidated subsidiaries as at the dates thereof and the results of their operations and cash flows (or changes in financial position, for the fiscal year ended July 31, 1997 and earlier years) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Exchange Act Filings comply at the time of their filing complied in all material respects with the published rules and regulations of the SEC with respect thereto thereto; and such unaudited financial statements (i) were prepared from the books and records of the ParentParent and its consolidated subsidiaries, (ii) were prepared in accordance with GAAP generally accepted accounting principles, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent and its consolidated subsidiaries as at the dates thereof and the results of their operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The Parent Since November 21, 2012, PETRUS has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent PETRUS in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “"PETRUS SEC Filings”Reports"). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the PETRUS SEC Filings did not contain Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such PETRUS SEC Reports and, except to the extent that information contained in any PETRUS SEC Report has been revised or superseded by a later PETRUS SEC Report filed and publicly available prior to the date of this Agreement, none of the PETRUS SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent PETRUS included in the PETRUS SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentPETRUS, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent PETRUS and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes PETRUS SEC Reports, PETRUS has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business. The unaudited financial statements included in the PETRUS SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-K promulgated by the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to filed with the Company Securities and Exchange Commission (the “SEC”) true and complete and correct copies of all reports forms, reports, exhibits, schedules, statements and other filings documents (other than preliminary materials) required to be filed by the Parent with the SEC pursuant to the Securities Act and it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or the Securities Act prior to September 30, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering 2007 (such reports forms, reports, exhibits, schedules, statements and other filings collectively documents, including any financial statements or schedules included therein, are referred to herein as the “Parent SEC FilingsDocuments”). The Parent SEC Filings constitute all of Documents, at the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so time filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The audited financial statements of the Parent included in the Parent SEC Filings Documents as of the dates thereof comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material and except for the absence of notes thereto) and (iii) present fairly the consolidated financial position of the Parent and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), and the rules and regulations thereunder (the “"Acts”") since and including the effective filing date of the Form SB-2 Registration Statement with respect to the Parent’s 's initial public offering (such reports and other filings collectively referred to herein as the “"SEC Filings”"). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.consistent

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to Company prior to the Company execution of this Agreement by direction to the SEC’s EXXXX website a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required or to be filed by Parent or any of its Subsidiaries with the SEC since May 17, 2007 (as such documents have since the time of their filing been amended or supplemented, the “Parent under SEC Reports”), which are all the Securities Act documents (other than preliminary material) that Parent and Exchange Act its Subsidiaries were required to file with the SEC since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Each Subsidiary of Parent is treated as a consolidated Subsidiary of Parent in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in Parent Financial Statements for all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Datecovered thereby.

SEC Reports and Financial Statements. The Parent Since November 10, 2009, Purchaser has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent Purchaser in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “Purchaser SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC Filings did not contain Reports and, except to the extent that information contained in any Purchaser SEC Report has been revised or superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, none of the Purchaser SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent Purchaser included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentPurchaser, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent Purchaser and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes Purchaser SEC Reports, Purchaser has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the Ordinary Course of Business. The unaudited financial statements included in the Purchaser SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-K promulgated by the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering January 1, 2008 (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. accordance with their terms, and neither the Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) ), and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (iA) were prepared from the books and records of the Parent, (iiB) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) ), and (iiiC) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date.

SEC Reports and Financial Statements. The Parent (a) Since January 1, 2007, the Company has heretofore delivered filed with or made available furnished to the Company complete and correct copies of SEC all reports forms, reports, schedules, certifications, registration statements, definitive proxy statements and other filings documents required to be filed or furnished by the Parent Company with the SEC pursuant or to the Securities Act and the Securities Exchange Act of 1934SEC. All such forms, as amended (the “Exchange Act”)reports, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports schedules, certifications, registration statements, definitive proxy statements and other filings collectively documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “"Company SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. Reports." As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, (i) the Company SEC Reports filed prior to the date of this Agreement complied, and the Company SEC Reports to be filed after the date of this Agreement will comply, in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the respective rules and regulations of the SEC Filings promulgated thereunder applicable to such Company SEC Reports, and (ii) none of such Company SEC Reports that is not a registration statement contained (or, in the case of Company SEC Reports to be filed after the date of this Agreement, will contain) any untrue statement of a material fact or omitted (or, in the case of SEC Reports to be filed after the date of this Agreement, will omit) to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Company SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not not, and each such Company SEC Report filed subsequent to the date of this Agreement and prior to the consummation of the Offer will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The audited financial statements Company has made available to Parent or its designee copies of all comment letters received by the Company from the SEC since January 1, 2007 and to the date of this Agreement relating to the Company SEC Reports, together with all material written responses of the Parent included in Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made Staff with respect to all filings made with the Company SEC on Reports. To the Knowledge of the Company, as of the date of this Agreement, none of the Company SEC Reports is the subject of ongoing SEC review or before the Closing Dateinvestigation.

SEC Reports and Financial Statements. The Parent has heretofore delivered or made available provided to Ad-Vantage prior to the Company execution of this Agreement by direction to the SEC’s EXXXX website and Pink OTC Markets Inc.’s website a true and complete and correct copies copy of all reports each form, report, schedule, registration statement, definitive proxy statement and other filings document (together with all amendments thereof and supplements thereto) filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required or to be filed by Parent or any of its Subsidiaries with the SEC or Pink OTC Markets Inc. since January 13, 2010 (as such documents have since the time of their filing been amended or supplemented, the “Parent under SEC Reports”), which are all the Securities Act documents (other than preliminary material) that Parent and Exchange Act its Subsidiaries were required to file with the SEC or Pink OTC Markets Inc. since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the Parent SEC Filings Reports (i) complied as to form in all material respects with all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Parent notes, if any, thereto) included in the Parent SEC Filings comply Reports (the “Parent Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries taken as a whole) present fairly the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, subject to normal year-end adjustments and any other adjustments described therein or . Each Subsidiary of Parent is treated as a consolidated Subsidiary of Parent in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in Parent Financial Statements for all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Datecovered thereby.

SEC Reports and Financial Statements. The Parent Except as set forth on Schedule ____ hereto, since December 31, 2012, OICco has heretofore delivered or made available to filed with the Company complete and correct copies of SEC all reports and other filings required to be filed by the Parent OICco in accordance with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “OICco SEC FilingsReports”). The SEC Filings constitute all of the documents required to be filed by the Parent under the Securities Act and Exchange Act since such date. All documents that are required to be filed as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the OICco SEC Filings did not contain Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such OICco SEC Reports and, except to the extent that information contained in any OICco SEC Report has been revised or superseded by a later OICco SEC Report filed and publicly available prior to the date of this Agreement, none of the OICco SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of the Parent OICco included in the OICco SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) Reports were prepared from and are in accordance with the accounting books and other financial records of the ParentOICco, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present presented fairly the consolidated financial position of the Parent OICco and its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then endedended (subject, subject in the case of unaudited statements, to normal year-end adjustments and any other adjustments described therein or audit adjustments). Except as set forth in the notes OICco SEC Reports, OICco has no liabilities or schedules theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business. The unaudited financial statements included in the OICco SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements Reports accurately disclose (i) were prepared from the books terms and records provisions of the Parentall stock option plans, (ii) were prepared in accordance transactions with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) Affiliates, and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed all material contracts required to be made with respect disclosed pursuant to all filings made with Item 601(b)(10) of Regulation S-K promulgated by the SEC on or before the Closing DateSEC.

SEC Reports and Financial Statements. The (i) Since January 1, 1998, Parent has heretofore delivered or made available to the Company complete and correct copies of timely filed all reports required reports, schedules, forms, statements and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by it with the SEC (collectively, including all exhibits thereto, the "Parent under the Securities Act and Exchange Act since such dateSEC Reports"). All documents that are required to be filed The Parent SEC Reports, as exhibits of ------------------ their respective dates (and, if amended or superseded by a filing prior to the SEC Filings have been so fileddate of this Agreement or of the Closing Date, then on the date of such filing), did not, and all contracts so any Parent SEC Reports filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective dates, the SEC Filings did not subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated (or incorporated by reference) therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the financial statements of (including the related notes) included or to be included in, or incorporated by reference into, the Parent included in the SEC Filings comply Reports present or will present fairly, in all material respects with the published rules and regulations of the SEC with respect theretorespects, and such audited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows of Parent as of the respective dates or for the respective periods then endedset forth therein, subject all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments that have not been and will not be material in amount. All of such Parent SEC Reports, as of their respective dates (and as of the date of any other adjustments described therein or in amendment to the notes or schedules thereto. The unaudited financial statements included in respective Parent SEC Report filed prior to the SEC Filings comply date hereof), complied in all material respects with the published applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC with respect thereto and such unaudited financial statements promulgated thereunder (i) were prepared from the books and records of the Parent, (ii) were prepared as in accordance with GAAP effect on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the on which such Parent SEC on or before the Closing DateReports were filed).

SEC Reports and Financial Statements. The Parent Acquiror has heretofore delivered or made available to the Company complete and correct copies of all reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934all forms, as amended (the “Exchange Act”)reports, and the rules and regulations thereunder (the “Acts”) since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports schedules, statements and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent it under the Securities Act and Exchange Act since such dateor the Securities Act. All documents that are required to be Attached hereto as Exhibit C is a copy, without exhibits, of the Acquiror's Annual Report for the fiscal year ended December 31, 2000 and its Quarterly Report for the quarter ended June 30, 2001, which were filed as exhibits to with the SEC Filings have been so filedunder the Exchange Act (collectively, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunderthe "Acquiror SEC Documents"). As of their respective datesdates or, if amended, as of the date of the last such amendment, the Acquiror SEC Filings Documents, including, without limitation, any financial statements or schedules included therein did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements Each of the Parent consolidated balance sheets (including the related notes) included in the Acquiror SEC Filings comply Documents fairly presents in all material respects with the published rules financial position of Acquiror and regulations its consolidated Subsidiaries as of the SEC with respect theretorespective dates thereof, and such audited financial the other related statements (iincluding the related notes) were prepared from included therein fairly present in all material respects the books results of operations and records cash flows of Acquiror and its consolidated Subsidiaries for the respective periods or as of the Parent, respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (iiincluding the related notes) were included in the Acquiror SEC Documents has been prepared in all material respects in accordance with GAAP applied on a consistent basis (during the periods involved, except as may be indicated otherwise noted therein or and subject, in the notes or schedules thereto) case of unaudited interim financial statements, to normal year-end adjustments. Except as noted therein, the audited consolidated and consolidating financial statements and the unaudited consolidated and consolidating financial statements in the Acquiror SEC Documents (iii) present the "Acquiror Financial Statements" have been prepared in accordance with GAAP and fairly present, in all material respects, the financial position of the Parent Acquiror as at of the dates thereof and the results of its operations and cash flows for the periods then endedended subject, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties in this Section 4.4 shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Dateunaudited financial statements, to normal year end adjustments.

SEC Reports and Financial Statements. The Parent Autobytel has heretofore delivered or filed with the SEC and has made available to the Company complete and correct Autoweb, copies of all forms, reports and other filings filed by the Parent with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended documents (the “Exchange Act”), and the rules and regulations thereunder (the “Acts”"Autobytel SEC Documents") since and including the effective date of the Form SB-2 Registration Statement with respect to the Parent’s initial public offering (such reports and other filings collectively referred to herein as the “SEC Filings”). The SEC Filings constitute all of the documents required to be filed by the Parent it under the Securities Act and or the Exchange Act since Act. None of such date. All documents that are required to be filed Autobytel SEC Documents (as exhibits to the SEC Filings have been so filed, and all contracts so filed as exhibits are in full force and effect, except those which are expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the SEC Filings did not contain ) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except any statement or omission therein which has been corrected or otherwise disclosed or updated in a subsequent Autobytel SEC Document). The audited and unaudited financial statements of the Parent Autobytel included in any Autobytel SEC Document (the SEC Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i"Autobytel Financial Statements") were prepared from the books and records of the Parent, (ii) were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements, including the notes or schedules thereto) and (iii) present fairly the financial position of the Parent related notes), comply as at the dates thereof and the results of operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The unaudited financial statements included in the SEC Filings comply form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and such unaudited financial statements (i) were prepared from the books and records of the Parent, (ii) were prepared in accordance with GAAP on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) fairly present fairly the financial position of the Parent Autobytel as at of the dates thereof and the results of its operations and cash flows changes in financial position for the periods then ended, subject subject, in the case of the unaudited financial statements, to normal year-end adjustments audit adjustments, and any other adjustments described therein or except for the absence of certain footnote information in the unaudited statements. Autobytel does not have any material liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on its balance sheet as at September 30, 2000 (including the notes thereto and the other disclosures made in Autobytel's Form 10-Q for the quarter ended September 30, 2000) (the "Autobytel Balance Sheet") included in the Autobytel SEC Documents, or schedules thereto(ii) incurred in the ordinary course of business consistent with past practice since such date. The foregoing representations and warranties Any such liability incurred in the ordinary course of business since September 30, 2000, which as of the date of this Agreement individually or taken together with all related liabilities in the aggregate exceeds $500,000, is listed or described on Section 4.4 shall also be deemed to be made with respect to all filings made with 3.5 of the SEC on or before the Closing DateAutobytel Disclosure Schedule.