Common use of SEC Reports Clause in Contracts

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent Other than as disclosed in the SEC Reports (with respect to a potential late filing of a Form 8-K on June 27, 2017, about which the Company is engaged in discussions with the SEC), the Company has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with it under the Securities and Exchange Commission under Act of 1934 (the “Exchange Act, since January 1, 2019. All such forms, reports and other documents”), including any audited pursuant to Section 13(a) or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and prior to the Closing Date) are documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed ”), on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective filing dates, (b) comply or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at as amended from time to time, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the time statements therein, in light of the circumstances under which they were filed made, not misleading. All material agreements to which the Company or any subsidiary is a party or to which the property or assets of the Company or any of its subsidiaries are subject are included as part of or specifically identified in the SEC Reports. The private placement memorandum (except the “PPM”) prepared in connection with the offering contemplated by this Agreement and delivered to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, does 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)principles, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with In the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those event that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as occurs concurrent with or following consummation of the “Reorganization and the IPO, then Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports makes the following representations at Closing: (a) were filed Ranger, Inc. has filed, on a timely basis, all registration statements, prospectuses, schedules, forms, reports and documents (bcollectively, the “Ranger, Inc. SEC Documents”) comply in all material respects with the applicable requirements of SEC required to be filed by it pursuant to the Exchange Act federal securities laws and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did notSEC thereunder, at the time they were filed (except to the extent corrected all of which have complied as of their respective filing dates, or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementstatements, contain their respective effective dates, in all material respects with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. None of the Ranger, Inc. SEC Documents at the time filed (or in the case of registration statements, solely on the dates of effectiveness) 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As , except for such statements, if any, as have been modified by subsequent filings prior to the date hereof. (b) The consolidated balance sheets and related consolidated statements of their respective datesincome, stockholders’ equity and cash flows (including the financial statements related notes and schedules thereto) of Ranger, Inc. included in the Purchaser Parent Ranger, Inc. SEC Reports (x) comply Documents complied as to form, at the time filed, in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) . Such materials were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, and include in the case of unaudited statementsinterim financial statements all necessary adjustments, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q are in accordance with the books and records of the Securities Ranger, Inc., which books and Exchange Commission), records are complete and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) accurate in all material respects respects, and present fairly the consolidated financial position of Purchaser Parent Ranger, Inc. as of the dates thereof and the their respective dates. The consolidated results of its operations income and cash flows for the periods then endedpresented in the Ranger, Inc. SEC Documents are in conformity with GAAP applied on a consistent basis, except as otherwise noted therein or as permitted under the Securities Act or the Exchange Act, as applicable. Since the Ranger Balance Sheet Date, neither Ranger, Inc. nor any of its subsidiaries has incurred any liabilities or obligations, (including any off-balance sheet obligations) whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due, except (i) as and to the extent set forth on the audited balance sheet of Ranger, Inc. as at the Ranger Balance Sheet Date, (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after the Ranger Balance Sheet Date in the ordinary course of business and consistent with past practice, or (iv) as described in the Ranger, Inc. SEC Documents, including but not limited to acquisitions described therein. (c) There is and has been no failure on the part of Purchaser to comply in all material respects with any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the rules and regulations promulgated in connection therewith, in each case that are effective and applicable to Purchaser at the Closing.

SEC Reports. Purchaser Parent (a) It has timely filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by it with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 20192012 (collectively, the “SEC Reports”). All such formsIts SEC Reports, reports and other documents, including any audited as filed with or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior furnished to the Closing DateSEC: (i) are referred complied as to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply form in all material respects with the applicable requirements of the Exchange Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or the Exchange Act; (ii) were prepared in all material respects in accordance with the respective requirements of the Securities Act, the Exchange Act and Exchange Commission thereunder other applicable Laws; and (ciii) did not, at the time they were filed (except to filed, or if amended or restated, at the extent corrected time of such later amendment or superseded by a subsequent Purchaser Parent SEC Report)restatement, (i) in the case of any registration statementand at their respective effective dates, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading. None of its Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the financial statements included in date of the Purchaser Parent last such amendment, its SEC Reports (x) comply Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable accounting requirements and with the published rules and regulations promulgated thereunder. As of the Securities and Exchange Commission date hereof, there are no outstanding or unresolved written comments from the SEC with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q its SEC Reports. As of the Securities and Exchange Commission)date hereof, and (z) fairly present (subject in the case of unaudited statements to normalits Knowledge, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results none of its operations and cash flows for SEC Reports filed on or prior to the periods then endeddate hereof is the subject of ongoing SEC review.

SEC Reports. Purchaser (a) Parent has timely filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 20192004 (collectively, the “Parent SEC Reports”), all of which, at the time of filing thereof (except as and to the extent such Parent SEC Report has been modified or superseded in any subsequent Parent SEC Report filed and publicly available prior to the date of this Agreement) complied in all material respects with all applicable requirements of the Securities Laws applicable to such Parent SEC Reports. All such formsAs of their respective dates (except as and to the extent modified or superseded in any subsequent Parent SEC Report filed and publicly available prior to the date of this Agreement, reports and in the case of Parent SEC Reports filed prior to the date hereof, or prior to the Effective Time, in the case of subsequently-filed Parent SEC Reports), none of Parent SEC Reports at the time of filing contained, nor will any report, schedule, form, statement or other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser document filed by Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisEffective Time contain, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit omitted, or will omit, to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the consolidated financial statements of Parent included or incorporated by reference in the Purchaser Parent SEC Reports (x) complied, or will comply if filed after the date hereof, in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were have been, or will be if filed after the date hereof, prepared in accordance with United States generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC and subject to normal year end audit adjustments which would not be material in amount or effect) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and fairly presented, or will fairly present if filed after the date hereof, in accordance with the case applicable requirements of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q GAAP and the applicable rules and regulations of the Securities SEC, the assets, liabilities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent and the Subsidiaries of Parent taken as a whole, as of the dates thereof and the consolidated results of its operations operations, stockholders’ equity and cash flows for the periods then endedended (except, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act, which are subject to normal, recurring adjustments, none of which are material). (b) There are no liabilities of Parent or any Subsidiaries of Parent of any kind whatsoever, whether or not accrued and whether or not contingent or absolute or determined, other than (i) liabilities disclosed or reserved against or provided for on the face of the audited balance sheet (or as disclosed in the notes thereto) in the most recent consolidated financial statements of Parent included in the Parent SEC Reports filed prior to the date hereof (the “Parent Balance Sheet”), (ii) liabilities incurred on behalf of Parent or any Subsidiary of Parent in connection with the transactions contemplated by this Agreement and (iii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Parent Balance Sheet and as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (c) The management of Parent has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including the consolidated Subsidiaries of Parent, is made known to the management of Parent, and (ii) has disclosed, based on its most recent evaluation, to Parent’s outside auditors and the audit committee of the Parent Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud whether or not material, that involves management or other employees who have a significant role in Parent’s or any Subsidiary of Parent’s internal controls over financial reporting. (d) Parent has not identified any material weaknesses in the design or operation of Parent’s internal control over financial reporting. To the knowledge of Parent, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX when next due.

SEC Reports. Purchaser (a) Parent has timely filed and made available to Seller via ▇▇▇▇▇ all required reports, schedules, forms, reports statements and other documents publicly filed by Purchaser Parent (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 20191999 (the "PARENT SEC DOCUMENTS"). All such formsAs of their respective dates, reports and other documentsthe Parent SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file SEC Documents filed after the date hereof and prior to of this Agreement until the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisClosing, (b) complied or will comply 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 regulations enacted thereunder, as applicable, as the case may be, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder and (c) did not, at the time they were filed (except applicable to the extent corrected or superseded by a subsequent Purchaser such Parent SEC Report)Documents, (i) in and none of the case of any registration statement, contain Parent SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state 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. (b) The financial statements of Parent included in the Parent SEC Documents filed since January 1, 1999 and in any Parent SEC Documents filed after the date of this Agreement until the Closing (including any related notes) complied or will comply as to form in all material respects, as of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and dates of filing with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were thereto and have been or will have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities thereto) and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent and its consolidated subsidiaries as of the dates thereof and the consolidated balance sheets, results of its their operations and cash flows for the periods then endedindicated (subject, in the case of unaudited statements, to normal recurring year end audit adjustments which were not or are not expected to be material in amount). The balance sheet of Parent dated September 30, 2000 contained in Parent's quarterly report on Form 10-Q for the period ended September 30, 2000 is hereinafter referred to as the (the "PARENT BALANCE SHEET"). (c) Parent has furnished to Seller a complete, and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Reports. Purchaser Parent has Whether or not required by the SEC, so long as any Securities are outstanding, the Company will furnish to the Holders of Securities, within the time periods specified in the SEC’s rules and regulations for a company that is subject to Section 13(a) or 15(d) of the Exchange Act: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed and made available with the SEC on Form 8-K if the Company were required to Seller via file such reports; provided that any such above information or reports filed with the ▇▇▇▇▇ system of the SEC (or successor system) and available publicly on the Internet shall be deemed to be furnished to the Holders of Securities. The quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Company’s Unrestricted Subsidiaries. In addition, whether or not required by the SEC, the Company will file a copy of all forms, of the information and reports referred to in clauses (1) and other documents publicly filed by Purchaser Parent (2) above with the Securities and Exchange Commission under SEC for public availability within the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after time periods specified in the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. The Company and the Subsidiary Guarantors have agreed that, for so long as any Securities remain outstanding, the Company and the Subsidiary Guarantors will furnish to Holders of the Securities and Exchange Commission thereunder securities analysts and (c) did notprospective investors, at upon their request, the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact information required to be stated therein or necessary delivered pursuant to make the statements therein not misleading or (iiRule 144A(d)(4) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedAct.

SEC Reports. Purchaser Parent (a) It has timely filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by it with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 20192012 (collectively, the “SEC Reports”). All such formsIts SEC Reports, reports and other documents, including any audited as filed with or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior furnished to the Closing DateSEC: (i) are referred complied as to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, (ii) were prepared in all material respects in accordance with the respective requirements of the Securities Act, the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder other applicable Laws and (ciii) did not, at the time they were filed (except to filed, or if amended or restated, at the extent corrected time of such later amendment or superseded by a subsequent Purchaser Parent SEC Report)restatement, (i) in the case of any registration statementand at their respective effective dates, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading. None of its Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the financial statements included in date of the Purchaser Parent last such amendment, its SEC Reports (x) comply Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable accounting requirements and with the published rules and regulations promulgated thereunder. As of the Securities and Exchange Commission date hereof, there are no outstanding or unresolved written comments from the SEC with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q its SEC Reports. As of the Securities and Exchange Commission)date hereof, and (z) fairly present (subject in the case of unaudited statements to normalits Knowledge, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results none of its operations and cash flows for SEC Reports filed on or prior to the periods then endeddate hereof is the subject of ongoing SEC review.

SEC Reports. Purchaser Parent has Whether or not Holdings is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall file with the SEC subject to the next sentence and provide the Trustee and Securityholders (or cause the Trustee to provide the Securityholders) with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and made available provided at the times specified for the filings of such reports under such Sections (after giving effect to Seller via all applicable extensions and cure periods) and prepared in all material respects in accordance with the rules of regulations applicable to such reports. If, at any time, Holdings is not subject to the periodic reporting requirements of the Exchange Act for any reason, Holdings shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods specified above unless the SEC shall not accept such a filing. Holdings agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, Holdings shall post the reports specified in the preceding sentence on its website within the time periods that would apply if Holdings were required to file those reports with the SEC. Notwithstanding the foregoing, Holdings may satisfy such requirements prior to the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement by filing with the SEC the Exchange Offer Registration Statement or Shelf Registration Statement, to the extent that any such Registration Statement contains substantially the same information as would be required to be filed by Holdings if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and Securityholders with such Registration Statement (and any amendments thereto) promptly following the filing thereof. At any time that any of Holdings’ Subsidiaries are Unrestricted Subsidiaries (other than the Unrelated Subsidiaries and ▇▇▇▇▇▇ Crude Supply, LLC), then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of Holdings, the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries. Prior to the Separation Date, Holdings shall be deemed to be in compliance with such reporting requirements by virtue of the filing of the Form 10 containing all formsthe information, audit reports and other documents publicly filed by Purchaser Parent with exhibits required for such report. In addition, at any time when Holdings is not subject to the Securities and Exchange Commission under reporting requirements of Section 13 or 15(d) of the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior Holdings shall furnish to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations Holders of the Securities and Exchange Commission thereunder and (c) did notto prospective investors, at upon the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)requests of such Holders, (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact information required to be stated therein or necessary delivered pursuant to make Rule 144A(d)(4) under the statements therein Securities Act so long as the Securities are not misleading or (ii) in freely transferable under the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSecurities Act. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) The Company also shall comply in all material respects with applicable accounting requirements and with the published rules and regulations other provisions of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange CommissionTIA § 314(a), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since February 5, 2007, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror is a party or to which the property or assets of their respective datesthe Acquiror are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Acquiror was originally organized and operated as a bona fide operating business without any pre-existing plan or strategy that the Acquiror would serve primarily as a merger or acquisition candidate for an unidentified company or companies. On February 5, 2007 the Acquiror filed a Form 10 indicating its shell status. On December 28, 2012, Acquiree, Acquiror, the former majority shareholder of Acquiror and certain Acquiree shareholders completed the Reverse Merger. As a result of the Reverse Merger, Actinium assumed the business and operations of Actinium. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.

SEC Reports. Purchaser Parent has filed and made available Whether or not BZ Holdings is subject to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under reporting requirements of Section 13 or 15(d) of the Exchange Act, since January 1BZ Holdings will file with the SEC (subject to the next sentence), 2019. All and within 10 days after such formsfiling provide the Trustee with, such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. entity subject to such Sections, such reports to be so filed at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and other documentsexhibits required for such reports. If, including at any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior time, BZ Holdings is not subject to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable periodic reporting requirements of the Exchange Act for any reason, BZ Holdings will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required (unless the SEC will not accept such a filing), and promptly after such filings provide such reports to the rules Trustee. BZ Holdings agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, BZ Holdings will post the reports specified above on its website within the time periods that would apply if BZ Holdings were required to file those reports with the SEC. At any time that any of BZ Holdings' Subsidiaries are Unrestricted Subsidiaries, the quarterly and regulations annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the Securities financial statements or in the footnotes thereto, and Exchange Commission thereunder in “Management's Discussion and (c) did notAnalysis of Financial Condition and Results of Operations”, at of the time they were filed (except to financial condition and results of operations of BZ Holdings and its Restricted Subsidiaries separate from the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)financial condition and results of operations of the Unrestricted Subsidiaries of BZ Holdings. Notwithstanding the foregoing, so long as (i) BZ Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and (ii) Parent “beneficial owns” (as that term is defined in Rule 13d-3 and Rule 13d-5 under the case Exchange Act), directly or indirectly, 100% of the total voting power of the Voting Stock of BZ Holdings and no other material assets, and Parent conducts no other material operations, BZ Holdings shall not be required to file the reports and information described above with the SEC under Section 13(a) or 15(d) of the Exchange Act (or any registration statementsuccessor provisions thereto) or provide such reports and information to the Trustee so long as (i) Parent files such reports and information with the SEC, contain (ii) Parent, the Issuers and each Note Guarantor comply with respect to such reports and other information with the requirements set forth in Rule 3-10 of Regulation S-X under the Exchange Act and (iii) the Issuers provide the Trustee and Holders with such reports and information filed by Parent as and when required as provided above. In addition, the Issuers shall furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any untrue statement of a material fact or omit to state a material fact information required to be stated delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as any Notes are not freely transferable under the Securities Act. The Issuers also shall comply with the other provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements determinable from information contained therein, in including the light of the circumstances under which they were made, not misleading. As Issuers' compliance with any of their respective dates, covenants hereunder (as to which the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied Trustee is entitled to rely exclusively on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange CommissionOfficers' Certificates), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent Except as set forth in Section 4.8 of the Company Disclosure Schedule, the Company has timely filed (and, from the date hereof until the Closing Date, will timely file) all required forms and made available reports (and all certificates required pursuant to Seller via the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent Act of 2002 (“SOX”)) with the Securities SEC since December 31, 2003 (collectively, the “Company SEC Reports”), all of which were (and Exchange Commission under will be) prepared in all material respects in accordance with the applicable requirements of the Exchange Act, since January 1, 2019. All such forms, reports the Securities Act and other documents, including any audited or unaudited financial statements the rules and any notes thereto or schedules included therein regulations promulgated thereunder (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent Securities Laws”). As of their respective dates, the Company SEC Reports (a) were filed on a timely basis, (b) comply complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Laws and (cb) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements consolidated balance sheets of the Company included in or incorporated by reference into the Purchaser Parent Company SEC Reports (xincluding the related notes and schedules) comply complied as to form, as of their report filing dates, in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities Laws and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presents in all material respects the consolidated financial position of Purchaser Parent the Company and the Company Subsidiaries as of the dates thereof its date and each of the consolidated results statements of its operations income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods then endedset forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect. To the knowledge of the Company, there are no outstanding and unresolved comments from the SEC with respect to any of the Company SEC Reports. No Company Subsidiary is required to make any filing with the SEC. The Company has established and maintains a system of “disclosure controls and procedures” and “internal control over financial reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles (“US GAAP”), consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets. As of December 31, 2005, (x) there were no “material weaknesses” (as defined by the Public Company Accounting Oversight Board) and (y) there was no series of multiple “significant deficiencies” (as defined by the Public Company Accounting Oversight Board) that was reasonably likely to collectively represent a “material weakness” in the design or operation of the Company’s internal controls. Since December 31, 2005, neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, the Company’s independent auditors, have identified or been made aware of (A) any material weakness in the system of internal controls utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal controls utilized by the Company and its Subsidiaries or (C) any material claim or allegation regarding any of the foregoing. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the Chief Executive Officer and Chief Financial Officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company has provided Eagles true and complete copies of all management letters received from its independent auditors since December 31, 2003, and if no such management letters have been received, the Company has provided copies of all correspondence from its independent auditors during such period relating to subject matter of the same type as would be included in a management letter. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, known or unknown, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of December 31, 2005 included in the Company’s Annual Report on Form 10-K for the fiscal year ended such date and (ii) liabilities incurred in the ordinary course of business consistent with past practice since such date, none of which are reasonably expected to result in a Material Adverse Effect on the Company.

SEC Reports. Purchaser Parent (a) NeoTherapeutics has filed and made available all reports required to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly be filed by Purchaser Parent with it under the Securities Act and the Securities Exchange Commission under Act of 1934, as amended (the "Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after ") for the two years preceding the date hereof (collectively, the "SEC Reports") on a timely basis or has received a valid extension of such time for filing and has filed any such SEC Reports prior to the Closing Date) are referred to herein as expiration of such extension. As of their respective dates, the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the Securities and Exchange Commission thereunder applicable to such reports and (c) registration statements. As of their respective dates, the SEC Reports did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were were, or will be, made, not misleading. As of their respective dates, All material agreements to which NeoTherapeutics is a party or to which its assets are subject have been filed as exhibits to the SEC Reports. (b) The audited consolidated financial statements and unaudited interim financial statements of NeoTherapeutics included in the Purchaser Parent SEC Reports (x) comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the Securities and Exchange Commission with respect thereto. The financial statements and the condensed financial statements, as applicable, included in the SEC Reports (yi) were have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commissionthereto), and (zii) fairly present (subject in the case of unaudited statements to normalfairly, recurring and year-end audit adjustments) in all material respects respects, the consolidated financial position of Purchaser Parent NeoTherapeutics and its subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder, and (iii) are in all material respects in agreement with the books and records of NeoTherapeutics and its subsidiaries.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since (a) Since January 1, 2019. All , the Company has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or furnished (as applicable) by it under Applicable Law at or prior to the time so required (all such forms, reports reports, schedules, statements and other documents, including any audited or unaudited exhibits, financial statements and any notes schedules thereto or schedules included and all other information incorporated therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as amendments and supplements thereto the “Purchaser Parent Company SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply Each Company SEC Report complied as of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseded filing, or, in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act, as of its effective date), as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations with all applicable provisions of the Securities and Exchange Commission thereunder and S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such Company SEC Report was filed. (c) did notAs of its filing date (or, at the time they were filed (except to the extent corrected if amended or superseded by a subsequent Purchaser Parent SEC Report)filing, (i) on the date of such amended or superseded filing, or, in the case of any Company SEC Report that is a registration statementstatement filed pursuant to the Securities Act, as of its effective date), each Company SEC Report 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . (d) As of their respective datesthe date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the financial statements included in staff of the Purchaser Parent SEC received by the Company relating to the Company SEC Reports or any registration statement filed by the Company with the SEC and (xii) comply to the Company’s Knowledge, no Company SEC Report nor any registration statement filed by the Company with the SEC is the subject of ongoing SEC review. (e) The Company is, and since January 1, 2019, has been, in compliance in all material respects with (i) the applicable accounting requirements provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and with (ii) the published applicable listing and corporate governance rules and regulations of Nasdaq. (f) No Subsidiary of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, Company is subject to normal year-end audit adjustments the reporting requirements of Section 13(a) or otherwise as permitted by Form 10-Q Section 15(d) of the Securities Exchange Act. (g) Since January 1, 2019, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Commission)Act and Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and Nasdaq, and (z) fairly present (subject at the time of filing or submission of each such certification, the statements contained in the case of unaudited statements to normal, recurring each such certification were true and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent accurate as of the dates thereof and date thereof. Since January 1, 2019, neither the consolidated results Company nor any of its operations executive officers has received any written notice from the SEC or any other Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing such certifications. For purposes of this Agreement, “principal executive officer” and cash flows for “principal financial officer” shall have the periods then endedmeanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Reports. Purchaser Parent The Company has timely filed and made available to Seller via ▇▇▇▇▇ or furnished, as applicable, all reports, proxy statements, schedules, forms, reports statements, certifications and other documents publicly (including exhibits and all other information incorporated by reference therein) required to be filed or furnished by Purchaser Parent with the Company under the Securities Exchange Act of 1934, as amended, and Exchange Commission under the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Delivered Super 8-K complies, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior Super 8-K when filed will be substantially identical to the Closing DateDraft Super 8-K (as defined below) are referred to herein as and will comply, and the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) at the time they were filed on a timely basiscomplied, (b) comply in all material respects with the applicable requirements of Securities Act or the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and Act, as applicable. There are no Contracts (c) did notor any material change or amendment thereto, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case any waiver of any registration statement, contain any untrue statement of a material fact or omit to state a material fact right thereunder) that are required to be stated therein or necessary to make the statements therein not misleading or (ii) described in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit will be required to state a material fact necessary in order to make the statements therein, be described in the light of the circumstances under which they Super 8-K that were madeor are not described, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect theretorespects, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto therein or, in the case of unaudited statementsContracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Delivered Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to normal year-end audit adjustments the Company’s knowledge, threatened orally), in each case regarding any accounting practice of the Company or any of its Subsidiaries or otherwise as permitted by Form 10-Q of relating to the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results Company or any of its operations and cash flows for the periods then endedSubsidiaries.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via ▇▇▇▇▇ or furnished (as applicable) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities SEC that have been required to be so filed or furnished (as applicable) by it under applicable Law prior to the date hereof, and, after the date of this Agreement and Exchange Commission until the Acceptance Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (as applicable) by it under the Exchange Act, since January 1, 2019. All applicable Law (all such forms, reports and other documents, including together with any audited other forms, reports or unaudited financial statements and any notes thereto other documents filed or schedules included therein furnished (including those that Purchaser Parent may file after as applicable) by the date hereof and Company with the SEC on or prior to the Closing Date) expiration date of the Offer that are referred not required to herein be so filed or furnished (the “SEC Reports”). Each SEC Report complied, or will comply, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply as of its filing date, as to form, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and regulations Consumer Protection Act (the “▇▇▇▇-▇▇▇▇▇ Act”), each as in effect on the date such SEC Report was, or will be, filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the Securities and Exchange Commission thereunder and SEC. As of its filing date, (c) did notor, at the time they were filed (except to the extent corrected if revised, amended, modified or superseded by a subsequent Purchaser Parent SEC Reportfiling prior to the date of this Agreement, on the date of such amended or superseded filing), (i) in the case of any registration statement, each SEC Report did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesthe date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the financial statements included SEC with respect to the SEC Reports. To the knowledge of the Company, none of the SEC Reports is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Company qualifies as an “emerging growth company” as defined in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedJumpstart Our Business Startups Act.

SEC Reports. Purchaser Parent Except as set forth on Part 2.4 of the Beacon Disclosure Schedule: (a) Beacon has on a timely basis filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly required to be filed by Purchaser Parent it with the SEC since October 21, 2000 (such documents, as supplemented or amended since the time of filing, the “Beacon SEC Reports”). The Beacon SEC Reports (i) were or will be prepared in accordance with the requirements of the Securities Act and Exchange Commission under the Exchange Act, since January 1as the case may be, 2019. All such formsand, reports and other documentsto the extent then applicable, SOX, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisin each case, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder thereunder, and (cii) except to the extent that information contained in any Beacon SEC Reports has been revised, modified or superseded (prior to the date of this Agreement) by a later filed Beacon SEC Report, did not, not at the time they were filed (except to with the extent corrected SEC, or superseded by a subsequent Purchaser Parent SEC Report), (i) in will not at the case of any registration statementtime they are filed with the SEC, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesthe date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Beacon SEC Reports. No Subsidiary of Beacon is or has been required to file any form, report, registration statement or other document with the SEC. Beacon maintains disclosure controls and procedures required by Rules 13a-15 or 15d-15 under the Exchange Act; and such controls and procedures are designed to ensure that all material information concerning Beacon and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Beacon’s filings with the SEC and other public disclosure documents. As used in this Section 2.4, the financial statements included term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Purchaser Parent SEC. Except for the periods as to which Beacon SEC Reports have not been delivered as noted on Part 2.4 of the Beacon Disclosure Schedule, with respect to Beacon’s Annual Report on Form 10-K for each fiscal year of Beacon beginning on or after June 30, 2001 and Beacon’s Quarterly Reports on Form 10-Q for each of the first three (x3) comply fiscal quarters in each of such fiscal years of Beacon, all material respects certifications and statements with applicable accounting requirements respect thereto and with required by Rules 13a-14 and 15d-14 under the published Exchange Act and Sections 302 and 906 of SOX, and the rules and regulations of the Securities SEC promulgated thereunder, complied with such rules and regulations and the statements contained in such certification statements were true and correct as of the date of the filing thereof. (b) Since October 1, 2010, neither Beacon nor any of its Subsidiaries or, to Beacon’s Knowledge, any Representative of Beacon or any of its Subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Beacon or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that Beacon or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (c) Except as set forth in the Beacon SEC Reports, through and including the period ending June 30, 2012, the Beacon Corporations have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Commission with respect thereto, (yAct) were prepared sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP, including, without limitation, that (except i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as may be indicated necessary to permit preparation of financial statements in the notes thereto orconformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in the case of unaudited statements, subject to normal year-end audit adjustments accordance with management’s general or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)specific authorization, and (ziv) fairly present (subject in the case recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Beacon’s officers have evaluated the effectiveness of unaudited statements to normal, recurring Beacon’s controls and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent procedures as of the dates thereof date of filing of the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). Except as set forth in the Beacon SEC Reports, as of the Evaluation Date, (A) there had not been any changes in the Beacon Corporations’ internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Beacon Corporations’ internal control over financial reporting; and (B) all significant deficiencies and material weaknesses in the design or operation of the Beacon Corporations’ internal control over financial reporting which are reasonably likely to adversely affect the Beacon Corporations’ ability to record, process, summarize and report financial information had been disclosed to Beacon’s outside auditors and the consolidated results audit committee of its operations and cash flows for Beacon’s board of directors. Since the periods then endedEvaluation Date, there has not been any fraud, whether or not material, committed by Beacon’s management or other employees who have a significant role in the Beacon Corporations’ internal control over financial reporting.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were The Parent (i) has timely filed on a timely basisor furnished all reports, (b) comply registration statements, proxy statements, prospectuses, and other materials, together with any amendments required to be made with respect thereto, that it was required to file with or furnish to the Commission pursuant to the Securities Act or the Exchange Act since January 3, 2015, and all such reports, registration statements, proxy statements, prospectuses, other materials, and amendments have complied in all material respects with all legal requirements relating thereto, and (ii) has paid all fees and assessments due and payable in connection therewith, except where the applicable requirements failure to make such timely filing, be in such compliance, or make such payment would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. (b) An accurate and complete copy of each final registration statement, prospectus, report, schedule, and definitive proxy statement filed with or furnished to the SEC by the Parent pursuant to the Securities Act or the Exchange Act since January 3, 2015 and prior to the rules and regulations date of this Agreement (the Securities and Exchange Commission thereunder and (c“Parent SEC Reports”) did notis publicly available. No Parent SEC Report, at the time they were filed filed, furnished, or communicated (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)and, (i) in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), and considering all amendments to any registration statementParent SEC Report filed prior to the date hereof, contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except that information filed as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all of the financial statements included in the Purchaser Parent SEC Reports (x) comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q . No executive officer of the Securities and Exchange Commission), and (z) fairly present (subject Parent has failed in any respect to make the case certifications required of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as him or her under Section 302 or 906 of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Reports. Purchaser Parent (a) The Company has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under SEC required to be filed or furnished by the Exchange ActCompany since December 31, since January 1, 2019. All 2008 (such forms, reports and other documents, including together with any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after current reports filed during such period by the date hereof and prior to Company with the Closing Date) are referred to herein as SEC on a voluntary basis on Form 8-K, the “Purchaser Parent Company SEC Reports.” The Purchaser Parent ”). As of their respective filing dates, the Company SEC Reports (ai) were filed on a timely basis, (b) comply complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (cii) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements (including the related notes) of the Company included in the Purchaser Parent Company SEC Reports (x) comply complied at the time it was filed as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto in effect at the time of such filing, (y) were was prepared in accordance with United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities thereto) and Exchange Commission), and (z) presented fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows for the respective periods then endedended (subject, in the case of unaudited statements, to normal year-end adjustments) in conformity with GAAP. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act. (b) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the Exchange Act), which such disclosure controls and procedures are effective in providing reasonable assurance (i) regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP and (ii) that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities. (c) The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since January 1, 2008 and prior to the date hereof. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports. To the knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review.

SEC Reports. Purchaser Parent has filed and made available Whether or not the Company is subject to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under reporting requirements of Section 13 or 15(d) of the Exchange Act, since January 1, 2019. All the Company will file with the SEC (subject to the next sentence) and provide the Trustee and Securityholders with such forms, annual reports and other documentsreports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, including any audited or unaudited financial statements such reports to be so filed and any notes thereto or schedules included therein (including those provided that Purchaser Parent may file after the date hereof times specified for the filings of such reports under such Sections and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply containing in all material respects with respects, all the applicable information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. Notwithstanding the foregoing, the Company may satisfy such requirements prior to the effectiveness of a registration statement (the "Exchange Offer Registration Statement") filed with the SEC with respect to a registered offer to exchange Securities for new securities of the Company having terms substantially identical in all material respects to the Securities exchanged therefor (except that the Exchange Securities will not contain terms with respect to transfer restrictions) or a shelf registration statement (a "Shelf Registration Statement") filed with the SEC covering resales of Securities or Exchange Securities, as the case may be, by filing with the SEC the Exchange Offer Registration Statement or Shelf Registration Statement, to the extent that any such Registration Statement contains substantially the same information as would be required to be filed by the Company if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and Securityholders with such registration statement (and any amendments thereto) promptly following the filing thereof. In addition, in the event that: (a) the rules and regulations of the Securities and Exchange Commission thereunder and SEC permit a parent entity to report at such parent entity's level on a consolidated basis, and (cb) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) such parent entity is not engaged in the case of any registration statement, contain business in 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports respect other than registration statements, include any untrue statement of a material fact or omit incidental to state a material fact necessary in order to make the statements therein, in the light its ownership of the circumstances under which they were madeCapital Stock of the Company, not misleadingsuch consolidated reporting by such parent entity in a manner consistent with that described in this Section 4.02 for the Company will satisfy this Section 4.02. As At any time that any of their respective datesthe Company's Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements included or in the Purchaser Parent SEC Reports (x) comply footnotes thereto, and in all material respects with applicable accounting requirements "Management's Discussion and with Analysis of Financial Condition and Results of Operations," of the published rules financial condition and regulations results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company shall furnish to the Holder of the Securities and Exchange Commission with respect theretoto prospective investors, (yupon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of under the Securities and Exchange CommissionAct so long as any Securities are not freely transferable under the Securities Act. The Company also shall comply with the other provisions of TIA Section 314(a), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. (a) Purchaser Parent has timely filed and made available to Seller via ▇▇▇▇▇ or furnished all reports, schedules, forms, reports statements, and other documents publicly required to be filed or furnished by Purchaser Parent it with or to the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 20192020 (together with all exhibits, financial statements, and schedules thereto, all information incorporated therein by reference and all documents filed with the SEC during such period by Purchaser on a voluntary basis, the “Purchaser SEC Documents”). All such formsAs of its filing (or furnishing) date or, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and if amended prior to the Closing Date) are referred to herein date of this Agreement, as of the “date of the last such amendment, each Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply Document complied in all material respects with the applicable requirements of the Exchange Act and the rules Securities Act, as the case may be, and the applicable rulings and regulations of the Securities and Exchange Commission thereunder and promulgated thereunder. (cb) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent The Purchaser Parent SEC Report), Financial Statements (i) in the case of any registration statement, 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 not misleading or are Compliant and (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit comply as to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were thereto and have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (presented, except as may be indicated in otherwise noted therein. The Purchaser Financial Statements (including the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (zrelated notes) present fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent and its Subsidiaries as of at the respective dates thereof and the their consolidated results of its operations and cash flows for the periods then endedended (subject to normal and recurring year-end audit adjustments in the case of any unaudited interim financial statements). (c) As of the date hereof, there are no material outstanding or unresolved written comments from the SEC with respect to the Purchaser SEC Documents. As of the date hereof, none of the Purchaser SEC Documents are, to Purchaser’s Knowledge, the subject of ongoing SEC review. (d) The audit committee of the Purchaser Board has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and has delivered or made available to the Company true, complete, and correct copies of such procedures in effect as of the date of this Agreement. Since December 31, 2020 neither Purchaser nor any of its Subsidiaries has received any “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To Purchaser’s Knowledge, since December 31, 2020 no complaint seeking relief under Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act has been filed with the United States Secretary of Labor and no employee of Purchaser or any of its Subsidiaries has threatened to file any such complaint. (e) To the extent required by the Exchange Act, Purchaser and its Subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) designed to ensure that material information relating to Purchaser, including its Subsidiaries, is made known to Purchaser’s principal executive officer and its principal financial officer by others within those entities, including during the periods in which the periodic reports required under the Exchange Act are being prepared. Each of the principal executive officer of Purchaser and the principal financial officer of Purchaser (or each former principal executive officer of Purchaser and each former principal financial officer of Purchaser, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Purchaser SEC Documents, and the statements contained in such certifications are true and accurate in all material respects as of the date on which they were made. For purposes of this Section 6.23, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since December 31, 2020 Purchaser has complied in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, Purchaser maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) to provide reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of Purchaser’s financing statements for external purposes in accordance with GAAP. Purchaser’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to Purchaser’s auditors and the audit committee of the Purchaser Board (i) “all significant deficiencies and material weaknesses” in the design or operation of internal controls which are reasonably likely to adversely affect Purchaser’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. Purchaser has made available to the Company prior to the date of this Agreement a true and complete (in all material respects) summary of any disclosure of the type described in the preceding sentence made by management to Purchaser’s auditors and audit committee during the period beginning January 31, 2021 and ending as of the date hereof. (g) Neither Purchaser nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet joint venture, off-balance sheet partnership or other “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act).

SEC Reports. Purchaser Parent Since March 21, 2012, the Company has filed and made available to Seller via ▇▇▇▇▇ or furnished (as applicable) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities SEC that have been required to be so filed or furnished (as applicable) by it under applicable Law prior to the date hereof, and, after the date of this Agreement and Exchange Commission until the Appointment Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (as applicable) by it under the Exchange Act, since January 1, 2019. All applicable Law (all such forms, reports and other documents, including together with any audited other forms, reports or unaudited financial statements and any notes thereto other documents filed or schedules included therein furnished (including those that Purchaser Parent may file after as applicable) by the date hereof and Company with the SEC on or prior to the Closing Date) expiration date of the Offer that are referred not required to herein be so filed or furnished, the “SEC Reports”). Each SEC Report complied or will comply, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply as of its filing date as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and regulations Consumer Protection Act (the “▇▇▇▇-▇▇▇▇▇ Act”), each as in effect on the date such SEC Report was or will be filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the Securities and Exchange Commission thereunder and SEC. As of its filing date (c) did notor, at the time they were filed (except to the extent corrected if amended or superseded by a subsequent Purchaser Parent SEC Reportfiling prior to the date of this Agreement, on the date of such amended or superseded filing), (i) in the case of any registration statement, each SEC Report did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Neither the Company nor any Subsidiary has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of their respective dates, the SEC Reports (including the financial statements included in therein) or any registration statement filed by any of them with the Purchaser Parent SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (xincluding the financial statements included therein) comply in all material respects with applicable accounting requirements and with or registration statements are being reviewed or investigated, and, to the published rules and regulations of the Securities and Exchange Commission with respect theretoCompany’s Knowledge, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthere is not, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and date of this Agreement, any investigation or review being conducted by the consolidated results SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report. Neither the Company nor any of its operations and cash flows for executive officers has received notice from any Governmental Authority challenging or questioning the periods then endedaccuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Purchaser Parent Since January 1, 1998, to the best of its knowledge Chequemate has filed and made available to Seller via ▇▇▇▇▇ all required forms, reports and other documents publicly filed by Purchaser Parent ("Chequemate SEC Reports") with the Securities and Exchange Commission under (the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior "SEC") required to be filed by it pursuant to the Closing Date) are referred to herein as federal securities laws and the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisrules and regulations thereunder, (b) comply all of which have complied in all material respects with the all applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations interpretive releases promulgated thereunder. None of the Securities and Exchange Commission thereunder and (c) did notsuch Chequemate SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the consolidated balance sheets in or incorporated by reference into the Chequemate SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements included of operations and retained earnings and cash flows or equivalent statements in the Purchaser Parent Chequemate SEC Reports (xincluding any related notes and schedules) comply in all material respects with applicable accounting requirements fairly presents or will fairly present the results of operations, retained earnings and with cash flows, as the published rules and regulations case may be, of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during entity or entities to which it relates for the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present period set forth therein (subject in the case of unaudited statements interim statements, to normal, recurring and year-end normal yearend audit adjustments) in all material respects each case in accordance with generally-accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein; and independent certified public accountants for Chequemate have rendered or will render an unqualified opinion with respect to each audited financial statement included in the Chequemate SEC Reports. The consolidated financial position of Purchaser Parent statements included in the Chequemate SEC Reports are hereinafter sometimes collectively referred to as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended"Chequemate Financial Statements."

SEC Reports. Purchaser Parent Since January 1, 2010, the Company has filed and made available to Seller via ▇▇▇▇▇ or furnished (as applicable) all forms, reports reports, schedules, statements and other documents publicly with the SEC that have been required to be so filed or furnished (as applicable) by it under applicable Laws prior to the date hereof, and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange Act, since January 1, 2019. All applicable Laws prior to such time (all such forms, reports and other documents, including together with any audited other forms, reports or unaudited financial statements and any notes thereto other documents filed or schedules included therein furnished (including those that Purchaser Parent may file after as applicable) by the date hereof and Company with the SEC at or prior to the Closing Date) Effective Time that are referred not required to herein be so filed or furnished, the “SEC Reports”). Each SEC Report complied, or will comply, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations with all applicable provisions of the Securities and Exchange Commission thereunder and ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. As of its filing date (c) did notor, at the time they were filed (except to the extent corrected if amended or superseded by a subsequent Purchaser Parent SEC Reportfiling prior to the date of this Agreement, on the date of such amended or superseded filing), (i) in the case of any registration statementeach SEC Report did not, and will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Since January 1, 2010, neither the Company nor any of their respective dates, its Subsidiaries has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the SEC Reports (including the financial statements included in therein) or any registration statement filed by any of them with the Purchaser Parent SEC or any notice from the SEC or other Governmental Entity that such SEC Reports (xincluding the financial statements included therein) comply in all material respects with applicable accounting requirements and or registration statements are being reviewed or investigated. None of the Company’s Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the published rules and regulations SEC. No executive officer of the Securities and Exchange Commission Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect theretoto any SEC Report, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated disclosed in certifications filed with the notes thereto or, in SEC Reports. Neither the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results Company nor any of its operations and cash flows for executive officers has received notice from any Governmental Entity challenging or questioning the periods then endedaccuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Purchaser Parent (a) Monaker has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by Monaker under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which Monaker is a party or to which the property or assets of their respective datesMonaker are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of Monaker included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent Monaker as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The disclosure set forth in the SEC Reports and Registration Statements regarding Monaker’s business is current and complete and accurately reflects operations of Monaker as it exists as of the date hereof. There is no order issued by the SEC suspending the effectiveness of any outstanding Registration Statement and there are no proceedings for that purpose that have been initiated or threatened by the SEC.

SEC Reports. Purchaser Parent The Company has heretofore filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1, 2019. All such forms, all reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, 1996 (the "Form 10-K"). None of such reports, or any other reports, documents, including any audited or unaudited financial statements registration statements, definitive proxy materials and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior other filings required to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were be filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and SEC under the rules and regulations of the Securities and Exchange Commission thereunder and SEC (cthe "SEC Filings") did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinmade, at the time and in the light of the circumstances under which they were made, not misleading. As of their respective datesSince December 31, 1996, the financial statements included in Company has timely filed with the Purchaser Parent SEC Reports (x) comply all SEC Filings and all such SEC Filings complied in all material respects with all applicable accounting requirements and with the published rules and regulations of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, and Exchange Commission with respect thereto, the rules thereunder. The audited financial statements of the Company included or incorporated by reference in the 1996 Annual Report to the Stockholders (ythe "1996 Annual Report") were and the unaudited financial statements contained in the Quarterly Reports on Form 10-Q each have been prepared in accordance with such acts and rules and with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved indicated therein and with each other (except as may be indicated therein or in the notes thereto or, in and except that the case of unaudited statements, subject to normal year-end audit interim financial statements may not contain all footnotes and adjustments or otherwise as permitted required by Form 10-Q United States generally accepted accounting principles) and fairly present the financial condition of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent Company as of at the dates thereof and the consolidated results of its operations and statements of cash flows for the periods then ended, subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Except as reflected in such financial statements, the Company has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in connection with the conduct of the business of the Company. Since December 31, 1996, except as set forth in the Company's SEC Filings, there has been no: (a) change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the 1996 Annual Report, except changes in the ordinary course of business that have not, individually or in the aggregate, resulted in and are not reasonably expected to result in a Material Adverse Effect (and except that the Company expects to continue to incur substantial operating losses, which may be material); (b) damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties or financial condition of the Company (and except that the Company expects to continue to incur substantial operating losses, which may be material); (c) waiver or compromise by the Company of a material right or of a material debt owed to it; (d) satisfaction or discharge of any lien, claim or encumbrance by the Company, except in the ordinary course of business and which is not material to the business, properties or financial condition of the Company (as such business is presently conducted); (e) material change to a material contract or arrangement by which the Company or any of its assets is bound or subject; (f) sale, assignment or transfer to a third party that is not an affiliate of the Company (as hereafter defined) of any material patents, trademarks, copyrights, trade secrets or other intangible assets for compensation which is less than fair value; (g) mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (h) declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, except any direct or indirect redemption, purchase or other acquisition of any such stock by the Company; or (i) event or condition of any type that has had or is reasonably expected to have a Material Adverse Effect. For purposes of this Section 2.4 of this Agreement, the term "affiliate of the Company" means any individual or entity directly or indirectly controlling, controlled by or under common control with, the Company. Without limiting the foregoing, the direct or indirect ownership of 50% or more of the outstanding voting securities of any entity, or the right to receive 50% or more of the profits or earnings of an entity, shall be deemed to constitute control.

SEC Reports. Purchaser Parent Since January 1, 2011, the Company has filed and made available to Seller via ▇▇▇▇▇ or furnished (as applicable) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities SEC that have been required to be so filed or furnished (as applicable) by it under applicable Law prior to the date hereof, and, after the date of this Agreement and Exchange Commission until the Effective Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (as applicable) by it under the Exchange Act, since January 1, 2019. All applicable Law (all such forms, reports and other documents, including together with any audited other forms, reports or unaudited financial statements and any notes thereto other documents filed or schedules included therein furnished (including those that Purchaser Parent may file after as applicable) by the date hereof and Company with the SEC on or prior to the Closing Date) expiration date of the Offer that are referred not required to herein be so filed or furnished, the “SEC Reports”). Each SEC Report complied or will comply, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply as of its filing date as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and regulations Consumer Protection Act (the “▇▇▇▇-▇▇▇▇▇ Act”), each as in effect on the date such SEC Report was or will be filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the Securities and Exchange Commission thereunder and SEC. As of its filing date (c) did notor, at the time they were filed (except to the extent corrected if amended or superseded by a subsequent Purchaser Parent SEC Reportfiling prior to the date of this Agreement, on the date of such amended or superseded filing), (i) in the case of any registration statement, each SEC Report did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Since January 1, 2011, neither the Company nor any Subsidiary of their respective dates, the Company has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included in therein) or any registration statement filed by any of them with the Purchaser Parent SEC that (i) remain unresolved or (ii) have been resolved but not publicly disclosed, or any notice from the SEC or other Governmental Authority that such SEC Reports (xincluding the financial statements included therein) comply in all material respects with applicable accounting requirements and with or registration statements are being reviewed or investigated, and, to the published rules and regulations of the Securities and Exchange Commission with respect theretoCompany’s Knowledge, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthere is not, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and date of this Agreement, any investigation or review being conducted by the consolidated results SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report. Neither the Company nor any of its operations and cash flows for executive officers has received notice from any Governmental Authority challenging or questioning the periods then endedaccuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange Act, including pursuant to Section l3(a) or 15(d) thereof, since January 1, 2019. All such forms, reports and other documents2010 (the foregoing materials, including any audited or unaudited financial statements the exhibits thereto and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed ”), on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective filing dates, (b) comply the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities Commission promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesOn April 26, 2012, the financial statements included Company filed an S-4 Registration Statement in connection with the proposed merger of KeySource Financial Inc. with and into the Company according to the terms of an Agreement and Plan of Merger dated December 21, 2011; such registration statement contains important information about the Company’s Common Stock and certain other material information about the Company. The Company advises the Purchaser Parent SEC Reports (x) comply to read such registration statement, in all material respects with applicable accounting requirements particular the sections entitled “Risk Factors,” “Description of BNC Capital Stock” and “Information about BNC.” On April 16, 2012, the Company filed a Definitive Proxy Statement in connection with the published rules and regulations proposed (i) amendment to the Company’s Articles of Incorporation to create a class of non-voting common stock; (ii) amendment to the Company’s Articles of Incorporation to amend the terms of the Securities and Exchange Commission with respect theretoCompany’s Mandatorily Convertible Non-voting Preferred Stock, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)Series B, and (ziii) fairly present (subject issuance of non-voting common stock to the Purchaser; such Proxy Statement contains important information about the Company. The SEC Reports, including the documents incorporated by reference in the case each of unaudited statements to normalthem, recurring and year-end audit adjustments) in each contained substantially all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and information required to be included in it. No executive officer of the consolidated results Company has failed in any respect to make the certifications required of its operations and cash flows for him or her under Section 302 or 906 of the periods then ended▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission Company under the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the two years preceding the date hereof (the foregoing materials, including the exhibits thereto and prior to the Closing Date) are documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a”) were filed on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Other than as disclosed to the Purchasers with respect to the calculation of the Company’s fully-diluted earnings per share, (b) comply as of their respective dates, the SEC Reports complied in all material respects with the applicable requirements of the Exchange Act Act, as applicable, and the rules and regulations none of the Securities and Exchange Commission thereunder and (c) did notSEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Other than as disclosed to the Purchasers with respect to the calculation of their respective datesthe Company’s fully-diluted earnings per share, the financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect theretothereto as in effect at the time of filing. Other than as disclosed to the Purchasers with respect to the calculation of the Company’s fully-diluted earnings per share, (y) were such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto or, in and except to the case of extent that unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted financial statements may not contain all footnotes required by Form 10-Q of the Securities and Exchange Commission)GAAP, and (z) such statements fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The Company’s independent registered public accounting firm is identified in the Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (the “2012 Form 10-K”), and such accounting firm is a registered public accounting firm as required by the Exchange Act.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Company under the Securities Act and Exchange Commission under the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the two years preceding the date hereof and prior (or such shorter period as the Company was required by law or regulation to file such material) (the Closing Date) are foregoing materials, including the exhibits thereto, documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent SEC Reports.” ”). The Purchaser Parent Company is current with its filing obligations under the Exchange Act and all SEC Reports (a) were Documents have been filed on a timely basisbasis or the Company has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company represents and warrants that true and complete copies of the SEC Documents are available on the Commission’s website (▇▇▇.▇▇▇.▇▇▇) at no charge to Purchaser, (b) comply and Purchaser acknowledges that it may retrieve all SEC Documents from such website and Purchaser’s access to such SEC Documents through such website shall constitute delivery of the SEC Documents to Purchaser; provided, however, that if Purchaser is unable to obtain any of such SEC Documents from such website at no charge, as result of such website not being available or any other reason beyond Purchaser’s control, then upon request from Purchaser, the Company shall deliver to Purchaser true and complete copies of such SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Exchange Act Act, and the rules and regulations none of the Securities and Exchange Commission thereunder and (c) did notSEC Documents, at the time they were filed (except to with the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)Commission, (i) in the case of any registration statement, 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 therein, in light of the circumstances under which they were made, not misleading misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable Law (ii) except as such statements have been amended or updated in subsequent filings prior the date hereof, which amendments or updates are also part of the SEC Documents). To the knowledge of the Company and its officers, no other information provided by or on behalf of the Company to Purchaser which is not included in the case of Purchaser Parent SEC Reports other than registration statements, include Documents contains any untrue statement of a material fact or omit omits to state a any material fact necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser (a) Parent has timely filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by Parent with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2019. All such forms2012 (collectively, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” ”). The Purchaser Parent SEC Reports (a) were Reports, as filed on a timely basiswith or furnished to the SEC, (bi) comply complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder other applicable Laws and (ciii) did not, at the time they were filed (except to filed, or if amended or restated, at the extent corrected time of such later amendment or superseded by a subsequent Purchaser Parent SEC Report)restatement, (i) in the case of any registration statementand at their respective effective dates, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading. No Subsidiary of Parent is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the financial statements included in date of the Purchaser last such amendment, the Parent SEC Reports (x) comply Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable accounting requirements and with the published rules and regulations promulgated thereunder. As of the Securities and Exchange Commission date hereof, there are no outstanding or unresolved written comments from the SEC with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during to the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q Parent SEC Reports. As of the Securities and Exchange Commission)date hereof, and (z) fairly present (subject in to the case Knowledge of unaudited statements to normalParent, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as none of the dates thereof and Parent SEC Reports filed on or prior to the consolidated results date hereof is the subject of its operations and cash flows for the periods then endedongoing SEC review.

SEC Reports. Purchaser Financial Statements; No Undisclosed Liabilities. (a) Parent has filed and made available to Seller via ▇▇▇▇▇ all required forms, reports and other documents publicly filed by Purchaser Parent with the SEC since December 31, 1995 (the "Parent SEC Reports"), each of which has complied in all material respects with all applicable requirements of the Securities Act and Exchange Commission under the Exchange Act, since January 1, 2019. All each as in effect on the dates such forms, reports and other documentsdocuments were filed. None of the Parent SEC Reports, including including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisor incorporated by reference therein, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did notwhen filed, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The consolidated financial statements of Parent included in the Purchaser Parent SEC Reports (x) comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto in effect on the date when such Parent SEC Reports were filed and fairly present, (y) were prepared in accordance all material respects, in conformity with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commissionthereto), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent and its consolidated subsidiaries as of the dates thereof and the their consolidated results of its operations and cash flows changes in financial position for the periods then endedended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments that have not been and are not expected to be material in amount). (b) Neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, and there is no existing condition, situation or set of circumstances which could be expected to result in such a liability or obligation, except for liabilities or obligations (i) disclosed in the Parent Disclosure Schedule, (ii) reflected in the Parent SEC Reports filed prior to the date hereof (the "Filed Parent SEC Reports"), (iii) incurred in the ordinary course of business which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent or (iv) incurred in connection with the transactions contemplated hereby. (c) Parent has heretofore made available to the Company a complete and correct copy of any material amendments or modifications, which have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Exchange Act.

SEC Reports. Purchaser Parent (a) LXRT has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by LXRT under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which LXRT is a party or to which the property or assets of their respective datesLXRT are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of LXRT included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent LXRT as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The disclosure set forth in the SEC Reports and Registration Statements regarding LXRT’s business is current and complete and accurately reflects operations of LXRT as it exists as of the date hereof. There is no order issued by the SEC suspending the effectiveness of any outstanding Registration Statement and there are no proceedings for that purpose that have been initiated or threatened by the SEC.

SEC Reports. Purchaser The Company has had access through publicly-available information to (i) Parent’s Annual Report on Form 10-K for the year ended March 30, 2003, as filed with the SEC (the “Parent has 10-K”), (ii) its quarterly report on Form 10-Q for the quarter ended June 30, 2003, as filed with the SEC (the “Parent 10-Q”), (iii) all proxy statements relating to Parent’s meetings of shareholders held or to be held after April 1, 2003 and made available to Seller via ▇▇▇▇▇ (iii) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC under the Exchange Act, Act or the Securities Act since January April 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein 2000 (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser ”). As of their respective dates, such documents complied, and all documents filed by Parent with the SEC Reports (a) were filed on a timely basisunder the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, (b) comply in all material respects with the applicable SEC requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementdocuments filed on or 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 to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as set forth in Section 3.5 of their respective datesthe Parent Disclosure Schedule, the financial statements included in the Purchaser all Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and have been timely filed with the published rules SEC and regulations constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 1, 2000. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is required to file any form, report or other document with the SEC. The certifications of the Securities chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Commission Act with respect theretoto the Parent SEC Reports, (y) were prepared as applicable, are true and correct as of the date of this Agreement, as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with United States generally accepted accounting principles applied on a consistent basis during their terms and has otherwise operated in compliance with the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q requirements under Rules 13a-15 and 15d-15 of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedAct.

SEC Reports. Purchaser Parent has Except for the Company's Form 10-K/A filed and made available to Seller via ▇▇▇▇▇ with the Commission on October 31, 2022, all forms, reports registration statements, reports, schedules and other documents publicly statements filed or required to be filed by Purchaser Parent with the Securities and Exchange Commission Issuer under the Exchange Act, since January 1, 2019. All Act or the Securities Act (all such forms, reports and other documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did notIssuer Financial Statements”), at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementstatements, solely on the dates of effectiveness) (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 to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As , (ii) complied as to form in all material respects with the applicable requirements of their respective datesthe Exchange Act and/or the Securities Act, as the financial statements included in the Purchaser Parent SEC Reports case may be, (xiii) comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (yiv) with respect to the Issuer Financial Statements, were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10Regulation S-Q of the Securities and Exchange CommissionX), and (zv) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal, normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. Purchaser Parent (a) The Company has timely filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC, and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 20192012 (collectively, the “Company SEC Reports”). All such formsThe Company SEC Reports, reports and other documents, including any audited as filed with or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior furnished to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisSEC, (bi) comply complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder other applicable Laws and (ciii) did not, at the time they were filed (except to filed, or if amended or restated, at the extent corrected time of such later amendment or superseded by a subsequent Purchaser Parent SEC Report)restatement, (i) in the case of any registration statementand at their respective effective dates, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service. (b) As of their respective dates, or, if amended, as of the financial statements included in date of the Purchaser Parent last such amendment, the Company SEC Reports (x) comply Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable accounting requirements and with the published rules and regulations promulgated thereunder. As of the Securities and Exchange Commission date hereof, there are no outstanding or unresolved written comments from the SEC with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during to the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q Company SEC Reports. As of the Securities and Exchange Commission)date hereof, and (z) fairly present (subject in to the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as Knowledge of the dates thereof and Company, none of the consolidated results Company SEC Reports filed on or prior to the date hereof is the subject of its operations and cash flows for the periods then endedongoing SEC review.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via ▇▇▇▇▇ or furnished all reports, schedules, forms, reports statements and other documents publicly (and exhibits thereto) required to be filed or furnished by Purchaser Parent with the Company under the Securities Act and Exchange Commission under the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, 2019. All such forms, reports and other documentsas the same may be amended, including any audited or unaudited financial statements the exhibits thereto and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent "SEC Reports.” The Purchaser Parent SEC Reports ") and any notices, reports or other filings pursuant to applicable requirements of the Trading Market for a period of 12 months preceding the date hereof (aor such shorter period as the Company was required by law to file or furnish such material) were filed on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports and notices, (b) comply reports or other filings pursuant to applicable requirements of the Trading Market prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied as to form in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act, as applicable, and regulations the Rules and Regulations, including but not limited to Regulation S-X. None of the Securities and Exchange Commission thereunder and (c) did notSEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesThe agreements and documents described in the Registration Statement, the financial statements included Pricing Disclosure Package, the Prospectus and the SEC Reports conform to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and the Rules and Regulations to be described in the Purchaser Parent Registration Statement, Pricing Disclosure Package, the Prospectus, or the SEC Reports or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (xhowever characterized or described) comply to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or the SEC Reports, or (ii) is material to the Company's business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company's knowledge, the other parties thereto, in accordance with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect theretoits terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as enforceability of any indemnification or contribution provision may be indicated in limited under the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities federal and Exchange Commission)state securities laws, and (z) fairly present (that the remedy of specific performance and injunctive and other forms of equitable relief may be subject in to the case of unaudited statements equitable defenses and to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as discretion of the dates thereof court before which any proceeding therefore may be brought. None of such agreements or instruments has been assigned by the Company, and neither the consolidated results Company nor, to the best of the Company's knowledge, any other party is in default thereunder and, to the best of the Company's knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company's knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its operations assets or businesses, including, without limitation, those relating to environmental laws and cash flows for the periods then endedregulations.

SEC Reports. Purchaser Parent (i) Sylvan has heretofore delivered to Chauncey copies of Sylvan's (w) Annual Report on Form 10-K for the year ended December 31, 1997 as filed with the Securities and made available Exchange Commission, (x) proxy statements relating to Seller via ▇▇▇▇▇ Sylvan's annual meeting of stockholders held in 1997, (y) Annual Report for Stockholders for 1997, and (z) all forms, other reports and other documents publicly or registration statements filed by Purchaser Parent Sylvan with the Securities and Exchange Commission under since December 31, 1997. There has been no material adverse change from the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including information set forth in any audited SEC Document (as defined below) filed on or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and or prior to the Closing Date. (ii) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were Sylvan has filed on a timely basis, (b) comply in all material respects and will file with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Commission, all forms, reports, schedules, statements, exhibits and other documents (ccollectively the "SEC Documents") required to be filed on or before the date hereof or the Closing Date, respectively, by Sylvan under the Securities Act or the Exchange Act. At the time of the filings the SEC Documents filed by Sylvan (x) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, 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 not misleading or misleading, and (iiy) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case of Purchaser Parent may be. No SEC Reports other than registration statements, include Document filed on or after the date hereof and on or prior to the Closing Date will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, made therein not misleading. As Sylvan shall deliver to Chauncey a copy of their respective dates, any SEC document within five (5) days of the financial statements included in the Purchaser Parent date of filing of such SEC Reports (x) comply in all material respects with applicable accounting requirements and document with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent Financial Statements. The Company has filed and made available all reports required to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange Act, since January 1including pursuant to Section 13 or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the two years preceding the date hereof and prior hereof, or such shorter period as the Company was required by law to file such material, the Closing Dateforegoing materials (together with any materials filed by the Company under the Exchange Act, whether or not required) are being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”, on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Company has delivered to each Purchaser true, (b) comply correct and complete copies of all SEC Reports filed within the 10 days preceding the date hereof. As of their respective dates, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities Commission promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)thereto, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or specifically identified in the SEC Reports, to the extent required by the applicable SEC Reports.

SEC Reports. Purchaser Parent (a) The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed with the SEC since its inception (collectively, the “Company SEC Reports”), all of which, at the time of filing thereof (except as and to the extent such Company SEC Report has been modified or superseded in any subsequent Company SEC Report filed and made publicly available prior to Seller via the date of this Agreement) complied in all material respects with all applicable requirements of the Exchange Act, the Securities Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ all formsAct of 2002 (“SOX”) and the rules and regulations promulgated thereunder applicable to such Company SEC Reports. As of their respective dates (except as and to the extent modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, reports and in the case of Company SEC Reports filed prior to the date hereof, or prior to the Effective Time, in the case of subsequently-filed Company SEC Reports), none of the Company SEC Reports at the time of filing contained, nor will any report, schedule, form, statement or other documents publicly document filed by Purchaser Parent the Company with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file SEC after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisEffective Time contain, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit omitted, or will omit, to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the consolidated financial statements of the Company included or incorporated by reference in the Purchaser Parent Company SEC Reports (x) complied, or will comply if filed after the date hereof and prior to the Effective Time, in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were have been, or will be if filed after the date hereof, prepared in accordance with United States generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC and subject to normal year end audit adjustments which would not be material in amount or effect) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and fairly presented, or will fairly present if filed after the date hereof, in accordance with the case applicable requirements of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q GAAP and the applicable rules and regulations of the Securities SEC, the assets, liabilities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and the Company Subsidiaries taken as a whole, as of the dates thereof and the consolidated results of its operations operations, stockholders’ equity and cash flows for the periods then endedended (except, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act, which are subject to normal, recurring adjustments, none of which are material). No Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act. (b) There are no liabilities of the Company or any of the Company Subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute or determined other than (i) liabilities disclosed in or reserved against or provided for on the face of the unaudited balance sheet in the most recent consolidated financial statements of the Company included in the Company SEC Reports filed prior to the date hereof (the “Balance Sheet”) or reasonably apparent from the notes thereto, (ii) liabilities incurred on behalf of the Company or any Company Subsidiary in connection with the transactions contemplated by this Agreement, and (iii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet and which would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. (c) The management of the Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including the consolidated Company Subsidiaries, is made known to the management of the Company, and (ii) the Company’s management has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of the Company’s Subsidiaries’ internal controls over financial reporting. (d) The Company has not identified any material weaknesses in the design or operation of the Company’s internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of SOX when next due. (e) There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of SOX applicable to them and the rules and regulations promulgated in connection therewith.

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since May 9, 2011, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror or the Acquiror Subsidiary is a party or to which the property or assets of their respective datesthe Acquiror or the Acquiror Subsidiary are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Acquiror was originally organized and operated through the Closing Date as a bona fide operating business without any pre-existing plan or strategy that the Acquiror would serve primarily as a merger or acquisition candidate for an unidentified company or companies. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.

SEC Reports. Purchaser The Company has had access through publicly-available information to (i) Parent's Annual Report on Form 10-K for the year ended January 5, 2004, as filed with the SEC (the "Parent has 10-K"), (ii) its quarterly report on Form 10-Q for the quarter ended October 5, 2003, as filed with the SEC (the "Parent 10-Q"), (iii) all proxy statements relating to Parent's meetings of shareholders held, and made available to Seller via ▇▇▇▇▇ (iv) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC under the Exchange Act, Act or the Securities Act since January 15, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein 2000 (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser "Parent SEC Reports.” The Purchaser "). As of their respective dates, such documents complied, and all documents filed by Parent with the SEC Reports (a) were filed on a timely basisunder the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, (b) comply in all material respects with the applicable SEC requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementdocuments filed on or 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 to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as set forth in Section 5.5 of their respective datesthe Parent Disclosure Schedule, the financial statements included in the Purchaser all Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and have been timely filed with the published rules SEC and regulations constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 5, 2000. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is required to file any form, report or other document with the SEC. The certifications of the Securities chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d14 of the Exchange Commission Act with respect theretoto the Parent SEC Reports, (y) were prepared as applicable, are true and correct as of the date of this Agreement, as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with United States generally accepted accounting principles applied on a consistent basis during their terms and has otherwise operated in compliance with the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q requirements under Rules 13a-15 and 15d-15 of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedAct.

SEC Reports. (a) Purchaser Parent has filed with the SEC all forms, reports, schedules, statements, exhibits and other documents required to be filed by it from January 1, 2016 to the date hereof (such forms, documents, statements and reports, including supplements or amendments thereto, as amended since the respective dates of filing, the “Purchaser SEC Documents”) and has furnished or made available to Seller (including via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior ▇) to the Closing Date) are referred Sellers complete and correct copies of all such Purchaser SEC Documents. As of their respective filing dates, the Purchaser SEC Documents complied as to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations Securities Act. (b) As of the Securities and Exchange Commission thereunder and its filing date (c) did notor, at the time they were filed (except to the extent corrected if amended or superseded by a subsequent Purchaser Parent SEC Reportfiling prior to the date hereof, on the date of such filing amending or superseding same), (i) in each Purchaser SEC Document filed pursuant to the case of any registration statement, Exchange Act 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) Each Purchaser SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective or is deemed to have become effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (d) Purchaser has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. As of their respective dates, the financial statements included Except as described in the Purchaser Parent SEC Reports Documents, since December 31, 2016, there has been (x1) comply in all no material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated weakness in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments Purchaser’s internal control over financial reporting (whether or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), not remediated) and (z2) fairly present (subject no change in the case of unaudited statements Purchaser’s internal control over financial reporting that has materially affected, or is reasonably likely to normalmaterially affect, recurring and year-end audit adjustments) in all material respects the consolidated Purchaser’s internal control over financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedreporting.

SEC Reports. Purchaser Parent Financial Statements. The Company has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof reports filed on Form 10-KSB, Form 10-QSB, and Form 8-K, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (the foregoing materials being collectively referred to herein as the "SEC Reports" and, together with the Schedules to this Agreement (if any), the "Disclosure Materials") on a timely basis or has timely filed a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Attached as Schedule 4.1(c) is a list of all filings made available to Seller via by the Company with the SEC since the Company's inception. These filings can be accessed through the Company's website at www.aspenbioinc.com. As of their respective dates, the SEC Reports c▇▇▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material ▇▇ ▇▇▇ ▇▇▇▇rial respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)thereto, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The Company's Common Stock is registered pursuant to Section 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration.

SEC Reports. Purchaser Parent CER has filed and made available all reports required to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019through the period ended December 31, 2009. All such formsThe Annual Report for the year ended December 31, 2009 was not filed timely, and the Quarterly Reports for the three quarters ending during the year 2010 have not been filed and are late. CER is currently delinquent in its obligations to file its SEC Reports. Such reports required to be filed and other documentsas filed by CER under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any audited materials filed or unaudited financial statements and furnished by CER under the Exchange Act, whether or not any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) such reports were required are being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent and, together with this Loan Agreement, the “Disclosure Materials”. As of their respective dates, the SEC Reports (a) were when filed on a timely basis, (b) comply by CER complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at the time they were when filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)CER, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The consolidated financial statements of CER and its consolidated subsidiaries and affiliated controlled companies included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) thereto as in effect at the time of filing. Such financial statements were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements, the notes thereto or, in the case of and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent CER and its consolidated subsidiaries and affiliated controlled companies as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. All material agreements to which CER or any Subsidiary is a party or to which the property or assets of CER or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC.

SEC Reports. Purchaser Parent (a) Except as set forth on Part 2.4-1 of the TPT Disclosure Schedule, TPT has on a timely basis filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly required to be filed by Purchaser Parent it with the SEC since October 4, 2006 (such documents, as supplemented or amended since the time of filing, the “TPT SEC Reports”). The TPT SEC Reports (i) were or will be prepared in accordance with the requirements of the Securities Act and Exchange Commission under the Exchange Act, since January 1as the case may be, 2019. All such formsand, reports and other documentsto the extent then applicable, SOX, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisin each case, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (cii) except to the extent that information contained in any TPT SEC Reports has been revised, modified or superseded (prior to the date of this Agreement) by a later filed TPT SEC Report, did not, not at the time they were filed (except to with the extent corrected SEC, or superseded by a subsequent Purchaser Parent SEC Report), (i) in will not at the case of any registration statementtime they are filed with the SEC, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of TPT is or has been required to file any form, report, registration statement or other document with the SEC. TPT maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; and such controls and procedures are designed to ensure that all material information concerning TPT and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of TPT’s filings with the SEC and other public disclosure documents. Except as set forth on Part 2.4-2 of the TPT Disclosure Schedule, to TPT’s Knowledge, each director and executive officer of TPT has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since October 4, 2006. As of their respective datesused in this Section 2.4, the financial term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. With respect to TPT’s Annual Reports on Form 10-K for each fiscal year of TPT beginning on or after October 4, 2006 and TPT’s Quarterly Reports on Form 10-Q for each of the first three fiscal quarters in each of such fiscal years of TPT, all certifications and statements included in with respect thereto and required by Rules 13a-14 and 15d-14 under the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements Exchange Act and with Sections 302 and 906 of SOX, and the published rules and regulations of the Securities SEC promulgated thereunder, complied with such rules and regulations and the statements contained in such certifications statements were true and correct as of the date of the filing thereof. (b) Since October 4, 2006, neither TPT nor any of its Subsidiaries or, to TPT’s Knowledge, any Representative of TPT or any of its Subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TPT or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that TPT or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (c) The TPT Corporations have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Commission with respect thereto, (yAct) were prepared sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP, including, without limitation, that (except i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as may be indicated necessary to permit preparation of financial statements in the notes thereto orconformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in the case of unaudited statements, subject to normal year-end audit adjustments accordance with management’s general or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)specific authorization, and (ziv) fairly present the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set forth in Part 2.4(c) of the TPT Disclosure Schedule, since October 4, 2006, (subject A) there have not been any changes in the case of unaudited statements TPT Corporations’ internal control over financial reporting that have materially affected, or are reasonably likely to normalmaterially affect, recurring the TPT Corporations’ internal control over financial reporting; (B) all significant deficiencies and year-end audit adjustments) material weaknesses in all material respects the consolidated financial position of Purchaser Parent as design or operation of the dates thereof TPT Corporations’ internal control over financial reporting which are reasonably likely to adversely affect the TPT Corporations’ ability to record, process, summarize and report financial information have been disclosed to TPT’s outside auditors and the consolidated results audit committee of TPT’s board of directors, and (C) there has not been any fraud, whether or not material, that involves management or other employees who have a significant role in the TPT Corporations’ internal control over financial reporting. Part 2.4(c) of the TPT Disclosure Schedule lists, and TPT has made available to Raptor copies of, all reports and other documents concerning internal control filed with the SEC or delivered to TPT by its operations auditors since October 4, 2006. TPT has made available to Raptor copies of all policies, manuals and cash flows for other documents promulgating such disclosure controls and procedures. (d) TPT is, and since October 4, 2006 has been, in compliance with the periods then endedapplicable provisions of SOX and the applicable listing and corporate governance rules and regulations of NASDAQ.

SEC Reports. Purchaser Parent a. Since January 1, 2020, NextTrip has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities SEC pursuant to the Exchange Act (the “SEC Reports”). b. As of their respective dates, the SEC Reports and Exchange Commission any registration statements filed by NextTrip under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Securities Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (aRegistration Statements”) were filed on a timely basis, (b) comply complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which NextTrip is a party or to which the property or assets of their respective datesNextTrip are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of NextTrip included in the Purchaser Parent SEC Reports (x) comply and the Registration Statements complied in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent NextTrip as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The disclosure set forth in the SEC Reports and Registration Statements regarding NextTrip’s business is current and complete and accurately reflects operations of NextTrip as it exists as of the date hereof. There is no order issued by the SEC suspending the effectiveness of any outstanding Registration Statement and there are no proceedings for that purpose that have been initiated or threatened by the SEC.

SEC Reports. Purchaser Parent (a) Holdings has filed and made available to Seller via ▇▇▇▇▇ all reports, forms, reports registrations, schedules, statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 20191997 (the "HOLDINGS SEC REPORTS"). All such formsAs of their respective dates, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent Holdings SEC Reports (a) were filed on a timely basis, (b) comply complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the applicable rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except promulgated thereunder. Except to the extent corrected that informa- tion contained in any Filed Holdings SEC Report has been revised, amended or superseded by a subsequent Purchaser Parent later Filed Holdings SEC Report), (i) in none of the case of any registration statementFiled Holdings SEC Reports, contain when filed, contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation or warranty is made herein with respect to any information relating to the Company and its subsidiaries. For purposes of this Agreement, the Holdings SEC Reports filed and publicly available prior to the date of this Agreement (as revised, amended or superseded by the Holdings SEC Reports filed and publicly available prior to the date of this Agreement) are hereinafter referred to as the "FILED HOLDINGS SEC REPORTS." (b) Worldwide has filed all reports, forms, registrations, schedules, statements and other documents required to be filed by it with the SEC since January 1, 1997 (the "WORLDWIDE SEC REPORTS"). As of their respective dates, the financial statements included in the Purchaser Parent Worldwide SEC Reports (x) comply complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable accounting requirements and with the published rules and regulations promulgated thereunder. Except to the extent that information contained in any Filed Worldwide SEC Report has been revised, amended or superseded by a later Filed Worldwide SEC Report, none of the Securities and Exchange Commission Filed Worldwide SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made herein with respect theretoto any information relating to the Company and its subsidiaries. For purposes of this Agreement, the Worldwide SEC Reports filed and publicly available prior to the date of this Agreement (yas amended, revised or superseded by the Worldwide SEC Reports filed and publicly available prior to the date of this Agreement) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during are hereinafter referred to as the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended"FILED WORLDWIDE SEC REPORTS."

SEC Reports. Purchaser (a) Parent has filed and made available with or furnished to Seller via ▇▇▇▇▇ the SEC all reports, schedules, forms, reports statements, prospectuses, registration statements and other documents publicly required to be filed or furnished by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms2009 (collectively, reports together with any exhibits and schedules thereto or incorporated by reference therein and other documentsinformation incorporated therein, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the same may have been amended, the “Purchaser Parent SEC Reports.” The Purchaser ”), all of which were prepared in all material respects in accordance with the “Securities Laws”. As of their respective dates (and as of their respective amendment dates or effective dates, as applicable), the Parent SEC Reports (ai) were complied, and each Parent SEC Report filed on a timely basissubsequent to the date hereof will comply, (b) comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Laws and (cii) did not, at the time they were and each Parent SEC Report filed (except subsequent to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementdate 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 to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements consolidated balance sheets included in or incorporated by reference into the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements including the related notes and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (zschedules) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presents in all material respects the consolidated financial position of Purchaser Parent and the Parent Subsidiaries as of the dates thereof its date and each of the consolidated results statements of its operations income, retained earnings and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Parent and the Parent Subsidiaries for the periods then endedset forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect. (b) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). (c) Parent has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act). (d) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not, since the enactment of the Sarbanes-Oxley Act, taken any action prohibited by Section 402 of t▇▇ ▇▇▇▇▇▇▇▇-▇▇ley Act. (e) Since January 30, 2009, Parent h▇▇ ▇▇▇▇▇▇▇▇ ▇▇ all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq. (f) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of the Parent as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act and any related rules and regulations promulgate▇ ▇▇ ▇▇▇ ▇▇▇ ▇nd Nasdaq.

SEC Reports. Purchaser Parent Acquiror has filed all reports required to be filed by it with the SEC pursuant to the Securities Act and the Exchange Act. Acquiror has made available to Seller via the Company or its counsel through EDGA▇ ▇ ▇▇▇▇▇ all formsrue and complete copy of each statement, reports report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other documents publicly filings filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, SEC by Acquiror since January 1, 20191998, and, prior to the Effective Time, Acquiror will have made available to the Company or its counsel through EDGA▇ ▇▇▇e and complete copies of any additional documents filed with the SEC by Acquiror prior to the Effective Time (collectively, the "Acquiror SEC Documents"). All such formsIn addition, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after Acquiror has made available to the Company all exhibits to the Acquiror SEC Documents filed prior to the date hereof which are (i) reasonably requested by the Company and (ii) are not available in complete form through EDGA▇ ("▇equested Confidential Exhibits") and will promptly make available to the Company all Requested Confidential Exhibits to any additional Acquiror SEC Documents filed prior to the Closing Date) Effective Time. All documents required to be filed as exhibits to the Acquiror SEC Documents have been so filed, and all material contracts so filed as exhibits are referred to herein as in full force and effect except those which have expired in accordance with their terms, and neither Acquiror nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the “Purchaser Parent Acquiror SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules Securities Act and regulations none of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent Acquiror SEC Report), (i) in the case of any registration statement, contain Documents 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document prior to the date hereof. As of their respective dates, the The financial statements of Acquiror, including the notes thereto, included in the Purchaser Parent Acquiror SEC Reports Documents (x) comply the "Acquiror Financial Statements"), complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as of their respective dates, (y) were and have been prepared in accordance with United States generally accepted accounting principles applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statementsstatements included in Quarterly Reports on Form 10-Qs, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange CommissionSEC), and (z) . The Acquiror Financial Statements fairly present the consolidated financial condition and operating results of Acquiror and its subsidiaries at the dates and during the periods indicated therein (subject subject, in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) ). There has been no material change in all material respects Acquiror accounting policies except as described in the consolidated financial position of Purchaser Parent as of notes to the dates thereof and the consolidated results of its operations and cash flows for the periods then endedAcquiror Financial Statements.

SEC Reports. Purchaser Parent (a) Intermediate has filed and made available all reports required to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly be filed by Purchaser Parent with the Securities and Exchange Commission under (the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after “Commission”) in the twelve months preceding the date hereof (the foregoing materials are incorporated hereinby reference and prior to the Closing Date) are collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a”) were filed on a timely basisbasis in accordance with the Contracts requiring the filing of same. As of their respective dates, (b) comply or, if amended or restated prior to the date hereof, as of the date of the last such amendment or restatement, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act, as the case may be, and the rules and regulations of the Securities Commission promulgated thereunder, and Exchange Commission thereunder and (c) did not, none of the SEC Reports at the time they were filed (except to and, if amended or restated, at the extent corrected time of filing of the last such amendment or superseded by a subsequent Purchaser Parent SEC Report), (irestatement) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make tomake the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The consolidated financial statements of the Company Group included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect theretothereto as in effect at the time of filing. Such consolidated financial statements have been prepared from, (y) were prepared and are in accordance with, the books and records of Intermediate and EPL in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods involved (covered, except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)thereto, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company Group as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. (b) The Company Group maintains a system of internal disclosure controls and procedures as required by Rule 15a-15 under the Exchange Act reasonably designed to ensure that all material information required to be disclosed by the Company Group in the reports that it files or furnishesunder the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission, and that all such material information is accumulated and communicated to the Company Group’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

SEC Reports. Purchaser Parent Financial Statements. The Company has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with it under the Securities Act and the Securities and Exchange Commission under Act (the "Exchange Act"), including pursuant to Section 13(a), 13(c) or 15(d) thereof, since January 124, 2019. All such forms, reports and other documents2005 (the foregoing materials, including any audited or unaudited financial statements the exhibits thereto and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent "SEC Reports.” The Purchaser Parent SEC Reports (a") were filed on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (b) comply and to the extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Securities Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder (the "Commission") promulgated thereunder, as applicable, and (c) did notnone of the SEC Reports, at as of the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)date of filing, (i) in the case of any registration statementSEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, contain then as to the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Securities Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply have been prepared in all material respects accordance with the applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of and except that unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted financial statements may not contain all footnotes required by Form 10-Q of the Securities and Exchange Commission)GAAP, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the financial condition, results of operations and cash flows of the Company and its consolidated financial position of Purchaser Parent subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Reports. Purchaser Parent (a) IDSY has filed and made available (or furnished, as applicable) all required reports, registration statements, definitive proxy statements or documents required to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly be filed by Purchaser Parent with the Securities and Exchange Commission under SEC or furnished to the Exchange Act, SEC since January 1, 20192014 (the “SEC Reports”), and has paid all fees and assessments due and payable in connection therewith, except where the failure to file or furnish such report, registration statement, definitive proxy statements or documents required to be filed or to pay such fees and assessments would not be material. All such formsAs of their respective dates of filing with the SEC (or, reports and other documents, including any audited if amended or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and superseded by a subsequent filing prior to the Closing Date) are referred to herein date hereof, as of the “Purchaser Parent SEC Reports.” The Purchaser Parent date of such subsequent filing), the SEC Reports (a) were filed on a timely basis, (b) comply complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports, and none of the SEC Reports when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, (in the case of filings under the Securities and Exchange Commission thereunder and (c) did notAct, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (iit was declared effective) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesthe date of this Agreement, there are no unresolved outstanding comments from or unresolved issues raised by the SEC, as applicable, with respect to any of the SEC Reports. (b) The consolidated financial statements of IDSY (including any related notes and schedules thereto) included in the Purchaser Parent SEC Reports complied as to form, as of their respective dates of filing with the SEC (x) comply or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects respects, with all applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto (except, (y) were in the case of unaudited statements, as permitted by the rules of the SEC), have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated disclosed therein), and fairly present, in all material respects, the notes thereto orconsolidated financial position of IDSY and its subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown, subject in the case of unaudited statements, subject only to normal year-end audit adjustments not material, individually or otherwise as permitted by in the aggregate, in nature and amount, and to the absence of footnote disclosure. Except for those liabilities to the extent reflected or reserved against in the most recent audited consolidated balance sheet of IDSY and its subsidiaries contained in IDSY’s Annual Report on Form 10-Q K for the fiscal year ended December 31, 2016 (the “2016 Form 10-K”) and, except for liabilities reflected in SEC Reports filed prior to the date hereof or incurred in the Ordinary Course of the Securities and Exchange Commission)Business or in connection with this Agreement, since December 31, 2016, and except where any such liabilities or obligations have not had, and would not reasonably be expected to have, a Purchaser Material Adverse Effect, neither IDSY nor any of its subsidiaries has any liabilities or obligations of any nature (zwhether accrued, absolute, contingent or otherwise) fairly present (subject required by GAAP to be set forth on its consolidated balance sheet or in the case notes thereto. (c) IDSY and each of unaudited statements to normalits subsidiaries, recurring officers and year-end audit adjustments) directors are in compliance in all material respects with, and have complied in all material respects, with (i) the consolidated financial position of Purchaser Parent as applicable provisions of the dates thereof S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the consolidated results related rules and regulations promulgated under such act and the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of the NASDAQ Global Market. Except as has not been and would not reasonably be expected to be material to IDSY, IDSY (x) has established and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act, and (y) has disclosed, based on its most recent evaluation, to its outside auditors and the audit committee of IDSY’s board of directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect IDSY’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in IDSY’s internal control over financial reporting. (d) Since January 1, 2014, neither IDSY nor any of its operations and cash flows for subsidiaries nor, to the periods then endedknowledge of IDSY’s executive officers, any director, officer, employee, auditor, accountant or representative of IDSY or any of its subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of IDSY or any of its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that IDSY or any of its subsidiaries has engaged in questionable accounting or auditing practice.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.Form

SEC Reports. Purchaser Parent Since January 1, 1998, to the best of its knowledge Chequemate has filed and made available to Seller via ▇▇▇▇▇ all required forms, reports and other documents publicly filed by Purchaser Parent ("Chequemate SEC Reports") with the Securities and Exchange Commission under (the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior "SEC") required to be filed by it pursuant to the Closing Date) are referred to herein as federal securities laws and the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisrules and regulations thereunder, (b) comply all of which have complied in all material respects with the all applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations interpretive releases promulgated thereunder. None of the Securities and Exchange Commission thereunder and (c) did notsuch Chequemate SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the consolidated balance sheets in or incorporated by reference into the Chequemate SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements included of operations and retained earnings and cash flows or equivalent statements in the Purchaser Parent Chequemate SEC Reports (xincluding any related notes and schedules) comply in all material respects with applicable accounting requirements fairly presents or will fairly present the results of operations, retained earnings and with cash flows, as the published rules and regulations case may be, of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during entity or entities to which it relates for the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present period set forth therein (subject in the case of unaudited statements interim statements, to normal, recurring and normal year-end audit adjustments) in all material respects each case in accordance with generally-accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein; and independent certified public accountants for Chequemate have rendered or will render an unqualified opinion with respect to each audited financial statement included in the Chequemate SEC Reports. The consolidated financial position of Purchaser Parent statements included in the Chequemate SEC Reports are hereinafter sometimes collectively referred to as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended"Chequemate Financial Statements."

SEC Reports. The Purchaser Parent has filed all forms, reports and documents required to be filed by it with the SEC since January 1, 2000 and has heretofore made available to Seller via ▇▇▇▇▇ the Company, in the form filed with the SEC (excluding any exhibits thereto), (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and (ii) all other forms, reports, Registration Statements and other documents filed by the Purchaser Parent with the SEC since January 1, 2000 (the forms, reports, Registration Statements and other documents referred to in clauses (i) and (ii) above being referred to herein, collectively, as the "Purchaser Parent SEC Reports"). The Purchaser Parent SEC Reports and any other forms, reports and other documents publicly filed by the Purchaser Parent with the SEC before or after the date of this Agreement to the Closing Date (i) were or will be prepared in all material respects in accordance with the requirements of the Securities Act and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder thereunder, and (cii) did not, not at the time they were filed (except to filed, or will not at the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementtime 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 to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were or are made, not misleading. As of their respective dates, the financial statements included Except as set forth in the Purchaser Parent SEC Reports Reports, since December 31, 2002 there has not been any Material Adverse Change in the business, results of operations, condition (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations financial or otherwise), properties, Assets, Liabilities or obligations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may Purchaser Parent that would be indicated in the notes thereto or, in the case of unaudited statements, subject required to normal year-end audit adjustments be disclosed. 4.8 Stockholders' Consent. No consent or otherwise as permitted by Form 10-Q approval of the Securities and Exchange Commission), and (z) fairly present (subject in stockholders of the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects Purchaser or the consolidated financial position of Purchaser Parent as of the dates thereof is required (i) to enter into this Agreement and the consolidated results of its operations Ancillary Documents to which it is a party or to consummate the transactions contemplated hereby and cash flows for thereby, or (ii) to issue the periods then ended.Purchaser Parent Stock. ARTICLE 5

SEC Reports. Purchaser Parent Except as described in Section 4.3 of the Acquiror Disclosure Schedules, Acquiror has filed with the SEC all registration statements, proxy statements and made available to Seller via ▇▇▇▇▇ all formsother statements, reports reports, schedules, forms and other documents publicly (including all exhibits, financial statements and the schedules thereto, and all other information incorporated by reference) required to be filed by Purchaser Parent it with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 20192018. All such formsregistration statements, reports proxy statements, and other statements, reports, schedules, forms and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and as amended at least one Business Day prior to the Closing Agreement Date) , together with the Acquiror 2019 10-K, are referred to herein as the “Purchaser Parent Acquiror SEC Reports.” The Purchaser Parent Documents”. To Acquiror’s knowledge, none of the Acquiror SEC Reports Documents filed prior to the Agreement Date is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of Acquiror. As of the time it was filed with the SEC (aor, if amended or superseded by a filing at least one (1) were filed Business Day prior to the Agreement Date, then on a timely basis, the date of such filing): (bi) comply each of the Acquiror SEC Documents complied in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act, as it may be amended from time to time and regulations (ii) none of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent Acquiror SEC Report), (i) in the case of any registration statement, contain Documents 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesFor purposes hereof, the financial statements included in “Acquiror 2019 10-K” means the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and Acquiror’s annual report on Form 10-K for the fiscal year ended December 31, 2019 to be filed with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orSEC, in the case of unaudited statementsform previously provided to the Company, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject which will not be modified in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all any material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedrespect.

SEC Reports. Purchaser Parent Financial Statements. AdStar has filed and made available all reports required to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly be filed by Purchaser Parent with it under the Securities and Exchange Commission under Act of 1934, as amended (the "Exchange Act"), since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the one year preceding the date hereof and prior to (the Closing Date) are foregoing being collectively referred to herein as the “Purchaser Parent "SEC Reports.” The Purchaser Parent SEC Reports (a") were filed on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, (b) comply the SEC Reports complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder promulgated thereunder, and (c) did notnone of the SEC Reports, at when filed, nor the time they were filed (except AdStar Private Placement Memorandum provided to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)Stockholders, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except for notices from NASDAQ regarding the failure to meet the net worth requirements or minimum bid prices for continued listing of their respective datesits common stock on the Nasdaq Small Cap Market, AdStar has not, since January 1, 2002, received any other notice from NASDAQ or any other federal or state government agency or Self-Regulatory Organization threatening its status as a publicly traded entity entitled to have its securities traded on the Nasdaq Small Cap Market. The financial statements of AdStar included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)thereto, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent AdStar as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since 2011, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror is a party or to which the property or assets of their respective datesthe Acquiror are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Acquiror was originally organized and operated through the Closing Date as a bona fide operating business without any pre-existing plan or strategy that the Acquiror would serve primarily as a merger or acquisition candidate for an unidentified company or companies. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.

SEC Reports. Purchaser Parent The common stock of Filmworks is registered under Section 12(g) of the Exchange Act, and is quoted on the OTC Bulletin Board, and Filmworks is currently subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act. Filmworks has filed and made available all reports required to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly be filed by Purchaser Parent it pursuant to the Exchange Act and the regulations promulgated thereunder through the date hereof. Filmworks has previously delivered to Cinegram a true and complete copy of its Annual Report on Form 10-K for the fiscal year ended October 31, 2000 and with each report subsequently filed by Filmworks with the Securities and Exchange Commission under Commission. The documents filed with the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and SEC prior to the Closing Date) date of this Agreement are referred to herein in this Agreement as the “Purchaser Parent SEC ReportsDocuments.” The Purchaser Parent As of the filing date, the SEC Reports (a) were filed on a timely basis, (b) comply Documents complied in all material respects with the applicable requirements of the Exchange Act Act, and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, Documents do 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. As of their respective dates, the The financial statements of Filmworks, including the notes thereto, included in the Purchaser Parent SEC Reports Documents (xthe “Filmworks Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities thereto) and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of Filmworks at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. There has been no change in Filmworks’ accounting policies or estimates except as described in the notes to the Filmworks Financial Statements. Filmworks has no material obligations other than (i) those set forth in the Filmworks Financial Statements and (ii) those not required to be set forth in the Filmworks Financial Statements under GAAP.

SEC Reports. Purchaser Parent The Company has filed and made available all reports required to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange Act, since January 1, 2019. All including pursuant to Section 13(a) or 15(d) thereof on a timely basis or has received a valid extension of such forms, reports time of filing and other documents, including has filed any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and such SEC Reports prior to the Closing Dateexpiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) are or 15(d) thereof, for the 12 months preceding the date hereof. Such reports required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”. As of their respective dates, the SEC Reports (a) were filed on a timely basis, (b) comply by the Company complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at when filed by the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)Company, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements, the notes thereto or, in the case of and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. All material agreements to which the Company is a party or to which the property or assets of the Company are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC. There are no material off-balance sheet arrangements (as defined in Regulation S-K under the Act, Item 303(a)(4)(ii)) or any other relationships with unconsolidated entities or other persons, that may have a material current or, to the Company’s Knowledge, material future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses.

SEC Reports. Purchaser Parent has The Company and UTV have filed with the SEC, and have heretofore made available to Seller via ▇▇▇▇▇ Buyer true and complete copies of, all forms, reports reports, schedules, statements and other documents publicly required to be filed by Purchaser Parent with the Securities SEC by the Company and Exchange Commission under the Exchange Act, UTV since January 1, 2019. All such forms1997 (together with all information incorporated therein by reference, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent "Company SEC Reports.” The Purchaser Parent "). Except for UTV, no subsidiary of the Company is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates, the Company SEC Reports (a) were filed on a timely basis, (b) comply complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the Securities SEC promulgated thereunder applicable to such Company SEC Reports, and Exchange Commission thereunder and (c) did not, none of the Company SEC Reports at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements (including the related notes) included in the Purchaser Parent Company SEC Reports (x) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were have been prepared in accordance with United States U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by forms or rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities thereto) and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and UTV and their respective consolidated subsidiaries as of the dates thereof and the their respective consolidated results of its operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as and to the extent set forth in Section 3.7 of the Company Disclosure Schedule, the Company and its subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, have a Company Material Adverse Effect.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Company under the Securities Act and Exchange Commission under the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and prior to documents incorporated by reference therein, together with the Closing Date) are Prospectus and the Prospectus Supplement, being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a”) were filed on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, (b) comply the SEC Reports complied in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act, as applicable, and regulations none of the Securities and Exchange Commission thereunder and (c) did notSEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Purchaser Parent SEC Reports (x) or incorporated by reference therein comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with the requirements of the Securities Act, the Exchange Act, and in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except involved. Except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of and except that unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted financial statements may not contain all footnotes required by Form 10-Q of the Securities and Exchange Commission)GAAP, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the SEC Reports that are not included or incorporated by reference as required. The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the SEC Reports. The financial data set forth in each of the SEC Reports fairly presents, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements.

SEC Reports. Purchaser Parent Mosaic (and, to the extent applicable, M Holdings) has timely filed with or otherwise furnished to the SEC all forms, reports, schedules, statements and made available other documents required to Seller via be filed or furnished by it under the Securities Act or the Exchange Act since January 1, 2009, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with Act of 2002 (the Securities and Exchange Commission under the Exchange “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, since January 1, 2019. All such forms, reports and other ”) (these documents, including any audited as supplemented or unaudited financial statements amended since the time of filing, and any notes thereto together with all information incorporated by reference therein and the schedules and exhibits thereto, the “Mosaic Parties’ SEC Reports”). The Mosaic Parties’ SEC Reports filed or schedules included therein (including those that Purchaser Parent may file after furnished with or to the date hereof and SEC prior to the Closing Date) are referred date of this Agreement, at the time filed or furnished (or, if amended or superseded by a filing prior to herein the date of this Agreement, then as of the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisdate of such filing), (bi) comply complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the Securities and Exchange Commission SEC promulgated thereunder applicable to the Mosaic Parties’ SEC Reports and (cii) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, 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 therein, in light of the circumstances under which they were made, not misleading misleading. The Mosaic Parties’ SEC Reports to be filed or furnished with or to the SEC from the date of this Agreement through the Closing Date (other than the Mosaic Transaction Documents, which shall be subject to the provisions set forth in Sections 7.2(d) and (e)), at the time filed or furnished, (i) will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations of the SEC promulgated thereunder applicable to the Mosaic Parties’ SEC Reports and (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent Except as set forth in Section 3.8 of the Company Disclosure Schedule, the Company has filed (and, from the date hereof until the Closing Date, will file) all required forms and made available reports (and all certificates required pursuant to Seller via the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent Act of 2002 (“SOX”)) with the Securities SEC since January 1, 2003 (collectively, the “Company SEC Reports”), all of which were (and Exchange Commission under will be) prepared in all material respects in accordance with the applicable requirements of the Exchange Act, since January 1, 2019. All such forms, reports the Securities Act and other documents, including any audited or unaudited financial statements the rules and any notes thereto or schedules included therein regulations promulgated thereunder (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent Securities Laws”). As of their respective dates, the Company SEC Reports (a) were filed on a timely basis, (b) comply complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Laws and (cb) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements consolidated balance sheets included in or incorporated by reference into the Purchaser Parent Company SEC Reports (xincluding the related notes and schedules) comply complied as to form, as of their report filing dates, in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities Laws and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presents in all material respects the consolidated financial position of Purchaser Parent the Company and the Company Subsidiaries as of the dates thereof its date and each of the consolidated results statements of its operations income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods then endedset forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect. To the knowledge of the Company, there are no outstanding and unresolved comments from the SEC with respect to any of the Company SEC reports. No Company Subsidiary is required to make any filing with the SEC. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

SEC Reports. Purchaser Parent FINANCIAL STATEMENTS; ABSENCE OF LIABILITIES. (a) Prior to and as of the date of this Agreement, Guarantor has timely filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior SEC pursuant to the Closing Date) are referred to herein federal securities laws and the SEC rules and regulations thereunder, all of which, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisof their respective dates, (b) comply complied in all material respects with the all applicable requirements of the Exchange Securities Act and the rules and regulations Exchange Act (collectively, the "GUARANTOR SEC REPORTS"). None of the Securities and Exchange Commission thereunder and (c) did notGuarantor SEC Reports, at the time they were filed (except to the extent corrected including, without limitation, any financial statements or superseded by a subsequent Purchaser Parent SEC Report)schedules included therein, (i) in the case as of any registration statement, contain their respective dates 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As . (b) The consolidated balance sheets and the related statements of their respective datesconsolidated income, shareholders' equity and cash flows (including the financial statements related notes thereto) of Guarantor included in the Purchaser Parent Guarantor SEC Reports (x) comply complied in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles applied on a basis consistent basis during the with prior periods involved (except as may be indicated in otherwise noted therein), and present fairly the notes thereto orconsolidated financial position of the Guarantor and its consolidated subsidiaries as of their respective dates, and the consolidated results of their operations and their cash flows for the periods presented therein (subject, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments or otherwise adjustments). (c) Except as permitted by Form 10-Q and to the extent set forth on the consolidated balance sheet of Guarantor and its subsidiaries at September 30, 1998, including the Securities and Exchange Commissionnotes thereto, contained in the Guarantor SEC Reports (the "Guarantor September 30 Balance Sheet"), and neither the Guarantor nor any of its subsidiaries has any liabilities or obligations of any nature (zwhether accrued, absolute, contingent or otherwise) fairly present (subject which would be required to be reflected on a balance sheet or in the case notes thereto prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of unaudited statements business since September 30, 1998 or which would not, individually or in the aggregate, reasonably be expected to normalhave a Material Adverse Effect. (d) Except as may be set forth on SCHEDULE 5.6, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results neither Guarantor nor any of its operations subsidiaries has any liabilities or obligations (whether accrued, absolute, contingent or otherwise) under any contract, order or commitment expected to be or previously performed at a loss or other contingent liability except for (i) expected losses and cash flows contingent liabilities known to Guarantor for which adequate reserves are reflected in the periods then endedGuarantor September 30 Balance Sheet or (ii) those which would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

SEC Reports. Purchaser (a) Parent has filed and made available to Seller via ▇▇▇▇▇ furnished all required reports, schedules, forms, reports prospectuses and registration, proxy and other documents publicly statements required to be filed pursuant to the Exchange Act or the Securities Act, as the case may be, by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 2019. All such forms, reports 2009 (collectively and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were together with all documents filed on a timely basisvoluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Filings”). None of Parent’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (bin the case of Parent SEC Filings that are registration statements filed pursuant to the requirements of the Securities Act) comply and as of their respective SEC filing dates (in the case of all other Parent SEC Filings), the Parent SEC Filings complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the rules ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, applicable to such Parent SEC Filings, and regulations none of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)Filings as of such respective dates, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included . (b) Parent is in the Purchaser Parent SEC Reports (x) comply compliance in all material respects with the applicable accounting requirements provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and with the published applicable listing and governance rules and regulations of the Securities NYSE. (c) Parent has established and maintains internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Commission with respect theretoAct). Parent’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to Parent’s auditors and the audit committee of the Parent Board (x) all significant deficiencies in the design or operation of internal controls which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (y) were prepared any fraud, whether or not material, that involves management or other employees who have a significant role in accordance Parent’s internal controls. Since January 1, 2009, the audit committee of the Parent Board has not received any material complaint, allegation, assertion or claim, whether written or oral, regarding the financial accounting or auditing methods, principles or practices of Parent and its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and any related rules and regulations promulgated by the SEC with United States generally accepted accounting principles applied on a consistent basis during respect to the periods involved Parent SEC Filings. (except d) To Parent’s Knowledge, as may be indicated of the date hereof, and other than as disclosed in the notes thereto orParent SEC Filings, there are no: (i) SEC inquiries or investigations pending or threatened or (ii) other governmental inquiries or investigations or internal investigations pending or threatened, in each case, regarding any accounting practices of Parent, except, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commissionclause (ii), such inquiries or investigations that are not, and (z) fairly present (subject would not reasonably be expected to be, individually or in the case of unaudited statements aggregate, material to normal, recurring Parent and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSubsidiaries.

SEC Reports. Purchaser Parent (a) Except as set forth on Part 3.4-1 of the Raptor Disclosure Schedule, Raptor has on a timely basis filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly required to be filed by Purchaser Parent it with the SEC since August 31, 2007 (such documents, as supplemented or amended since the time of filing, the “Raptor SEC Reports”). The Raptor SEC Reports (i) were or will be prepared in accordance with the requirements of the Securities Act and Exchange Commission under the Exchange Act, since January 1as the case may be, 2019. All such formsand, reports and other documentsto the extent then applicable, SOX, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisin each case, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (cii) except to the extent that information contained in any Raptor SEC Reports has been revised, modified or superseded (prior to the date of this Agreement) by a later filed Raptor SEC Report, did not, not at the time they were filed (except to with the extent corrected SEC, or superseded by a subsequent Purchaser Parent SEC Report), (i) in will not at the case of any registration statementtime they are filed with the SEC, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of Raptor is or has been required to file any form, report, registration statement or other document with the SEC. Raptor and its Subsidiaries maintain disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; and such controls and procedures are designed to ensure that all material information concerning Raptor and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Raptor’s filings with the SEC and other public disclosure documents. Except as set forth on Part 3.4-2 of the Raptor Disclosure Schedule, to Raptor’s Knowledge, each director and executive officer of Raptor has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since August 31, 2007. As of their respective datesused in this Section 3.4, the financial term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. With respect to Raptor’s Annual Reports on Form 10-K for each fiscal year of Raptor beginning on or after August 31, 2007 and Raptor’s Quarterly Reports on Form 10-Q for each of the first three fiscal quarters in each of such fiscal years of Raptor, all certifications and statements included in with respect thereto and required by Rules 13a-14 and 15d-14 under the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements Exchange Act and with Sections 302 and 906 of SOX, and the published rules and regulations of the Securities SEC promulgated thereunder, complied with such rules and regulations and the statements contained in such certifications statements were true and correct as of the date of the filing thereof. LEGAL_US_W # 62319343.5 -37- (b) Since August 31, 2007, neither Raptor nor any of its Subsidiaries or, to Raptor’s Knowledge, any Representative of Raptor or any of its Subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Raptor or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that Raptor or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (c) Raptor and its Subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Commission with respect thereto, (yAct) were prepared sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP, including, without limitation, that (except i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as may be indicated necessary to permit preparation of financial statements in the notes thereto orconformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in the case of unaudited statements, subject to normal year-end audit adjustments accordance with management’s general or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)specific authorization, and (ziv) fairly present the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set forth in Part 3.4(c) of the Raptor Disclosure Schedule, since August 31, 2007, (subject A) there have not been any changes in Raptor’s nor any of its Subsidiaries’ internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Raptor’s or any of its Subsidiaries’ internal control over financial reporting; (B) all significant deficiencies and material weaknesses in the case design or operation of unaudited statements Raptor’s and its Subsidiaries’ internal control over financial reporting which are reasonably likely to normaladversely affect Raptor’s and its Subsidiaries’ ability to record, recurring process, summarize and year-end report financial information have been disclosed to Raptor’s outside auditors and the audit adjustmentscommittee of Raptor’s board of directors, and (C) there has not been any fraud, whether or not material, that involves management or other employees who have a significant role in all material respects the consolidated Raptor’s or any of its Subsidiaries’ internal control over financial position of Purchaser Parent as reporting. Part 3.4(c) of the dates thereof Raptor Disclosure Schedule lists, and Raptor has made available to TPT copies of, all reports and other documents concerning internal control filed with the consolidated results of SEC or delivered to Raptor by its operations and cash flows for the periods then endedauditors since August 31, 2007.

SEC Reports. Purchaser (a) Since the time it became subject to the Securities and Exchange Commission's ("SEC") filing requirements in August 1997, Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly with the SEC required to be filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior it pursuant to the Closing Date) are referred to herein federal securities laws and the SEC rules and regulations thereunder, all of which have complied as of their respective filing dates, or in the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase of registration statements, (b) comply their respective effective dates, in all material respects with the all applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder (collectively, the "Parent SEC Reports"). None of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As , except for such statements, if any, as have been modified by subsequent filings prior to the date hereof. (b) The consolidated balance sheets and related consolidated statements of their respective datesincome, stockholders' equity and cash flows (including the financial statements related notes and schedules thereto) of Parent included in the Purchaser Parent SEC Reports (x) comply complied as to form, at the time filed, in all material respects with applicable accounting requirements and respect with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto at the time filed, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved and include all adjustments consisting of normal recurring accruals necessary (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements) are in accordance with the books and records of such company, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities which books and Exchange Commission), records are complete and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) accurate in all material respects respect and present fairly the consolidated financial position of Purchaser Parent as of the dates thereof their respective dates, and the consolidated results of its operations income and cash flows for the periods then endedpresented therein, all in conformity with GAAP applied on a consistent basis, except as otherwise noted therein or as permitted under the Exchange Act. Since December 31, 1997, neither Parent 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 become due, except (i) as and to the extent set forth on the audited balance sheet of Parent as at December 31, 1997, (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1997 in the ordinary course of business and consistent with past practice, (iv) as described in the Parent SEC Reports, including but not limited to acquisitions described therein, or (v) as would not, individually or in the aggregate, have a material adverse effect on Parent.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisOn and after the Escrow Release Date, (b) comply in all material respects with the applicable requirements of the Exchange Act and whether or not required by the rules and regulations of the Securities SEC, so long as any Notes are outstanding, the Issuer will furnish to the Trustee and, upon written request, the Holders, within the time periods specified in the SEC’s rules and Exchange Commission thereunder regulations for non­accelerated filers: (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10­Q and 10­K if the Issuer were required to file such reports; and (2) all current reports that would be required to be filed with the SEC on Form 8­K if the Issuer were required to file such reports; If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Issuer will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC as a “non­accelerated filer.” (b) Notwithstanding anything to the contrary, this Section 4.02 does not require the Issuer to comply with Rule 3­10 or Rule 3­ 16 of Regulation S­X (or any successor provision), or to provide separate financial statements of any Guarantor; provided that the Issuer will continue to provide qualitative information on non­Guarantor Subsidiaries substantially consistent with the information provided in the Offering Memorandum in the reports required to be delivered pursuant to Section 4.02(a)(1) above. At any time that any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries and the EBITDA of such Unrestricted Subsidiaries (determined in a manner consistent with the definition of EBITDA in this Indenture) account collectively for more than 1.0% of the Issuer’s corresponding consolidated amount, then the quarterly and annual financial information required by Section 4.02 (a) will include a reasonably detailed quantitative presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or elsewhere in reports provided by the Issuer pursuant to this covenant of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (c) did notIn addition, at any time on and after the time they were filed (except Escrow Release Date when the Issuer is not subject to the extent corrected reporting requirements of Section 13 or superseded by a subsequent Purchaser Parent SEC Report)15(d) of the Exchange Act, (i) in the case Issuer shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any registration statement, contain any untrue statement of a material fact or omit to state a material fact information required to be stated delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Delivery of any reports, information and documents to the Trustee will be for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements determinable from information contained therein, in including the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects Issuer’s compliance with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results any of its operations and cash flows for covenants hereunder (as to which the periods then endedTrustee will be entitled to rely exclusively on Officers’ Certificates).

SEC Reports. Purchaser (a) Parent previously has filed and made available to Seller via ▇▇▇▇▇ Company (i) its Annual Report on Form 10-K for the year ended September 30, 2004 (the “Parent 10-K”), as filed with the SEC, (ii) all formsproxy statements relating to Parent’s meetings of stockholders held or to be held after September 30, reports 2004 and (iii) all other documents publicly filed by Purchaser Parent with with, or furnished by Parent to, the Securities and Exchange Commission SEC under the Exchange Act, since January 1, 20192002 and prior to the date of this Agreement (the “Parent SEC Reports”). All As of their respective dates, such formsdocuments complied, reports and other documentsall documents filed by Parent with the SEC between the date of this Agreement and the Closing Date shall comply, including any audited or unaudited financial statements and any notes thereto or schedules included therein in all material respects, with applicable SEC requirements (including those that Purchaser Parent may file the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder) and did not, or in the case of documents filed on or after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did will not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As On and since January 1, 2002, Parent has timely filed, and between the date of their respective datesthis Agreement and the Closing Date shall timely file, with the financial statements included in SEC all documents required to be filed by it under the Purchaser Exchange Act. No Parent Subsidiary is required to file any form, report or other document with the SEC. (b) Parent has made available to Company a complete and correct copy of any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, if any, to (i) Parent Agreements which previously have been filed by Parent with the SEC pursuant to the Securities Act or Exchange Act and (ii) Parent SEC Reports (x) comply in filed prior to the date hereof. Parent has timely responded to all material respects with applicable accounting requirements comment letters and with the published rules and regulations other correspondence of the Securities staff of the SEC relating to the Parent SEC Reports, and Exchange Commission with respect theretothe SEC has not notified Parent that any final responses are inadequate, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments insufficient or otherwise as permitted by Form 10non-Q responsive. Parent has made available to Company true and complete copies of all correspondence between the SEC, on the one hand, and Parent and any of the Securities Parent Subsidiaries, on the other, occurring since January 1, 2002 and Exchange Commission)prior to the date hereof and will, and (z) fairly present (subject in reasonably promptly following the case receipt thereof, make available to Company any such correspondence sent or received after the date hereof. To the knowledge of unaudited statements to normalParent, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as none of the dates thereof and Parent SEC Reports is the consolidated results subject of its operations and cash flows for the periods then endedongoing SEC review or outstanding SEC comment.

SEC Reports. Purchaser Parent HomeTrust has filed and made available to Seller via ▇▇▇▇▇ with the SEC all formsreports, reports schedules, registration statements, definitive proxy statements, exhibits, and other documents publicly filed by Purchaser Parent with filings and materials that HomeTrust has been required to file under the Securities and Exchange Commission under Act or the Exchange Act, or the rules and regulations promulgated thereunder, since January 1, 2019. All such forms2014, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) none of such filings contained, as of the respective dates thereof (and, in the case of any registration statementstatements and proxy statements, contain on the dates of effectiveness and the dates of the relevant meetings, respectively), 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As , and (ii) all of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply such filings complied in all material respects with applicable accounting requirements of the Securities Act and/or the Exchange Act, as the case may be, and with the published rules and regulations promulgated thereunder. HomeTrust has previously made available to TriSummit an accurate, correct and complete copy of each (a) final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by HomeTrust pursuant to the Securities Act or the Exchange Act since January 1, 2015, and prior to the date hereof (the “HomeTrust Reports”) and (b) communication mailed by HomeTrust to its shareholders since January 1, 2015 and prior to the date hereof. No executive officer of HomeTrust has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Securities and Exchange Commission ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q any of the Securities and Exchange CommissionHomeTrust Reports. HomeTrust has not received notice from the SEC that either HomeTrust or any of the HomeTrust Reports are the subject of any ongoing review by the SEC or any outstanding SEC investigation (whether formal or informal), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedincluding without limitation any voluntary document request.

SEC Reports. Purchaser (a) Parent has filed and made available with or furnished to Seller via ▇▇▇▇▇ the SEC all reports, schedules, forms, reports statements, prospectuses, registration statements and other documents publicly required to be filed or furnished by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms2009 (collectively, reports together with any exhibits and schedules thereto or incorporated by reference therein and other documentsinformation incorporated therein, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the same may have been amended, the “Purchaser Parent SEC Reports.” The Purchaser ”), all of which were prepared in all material respects in accordance with the “Securities Laws”. As of their respective dates (and as of their respective amendment dates or effective dates, as applicable), the Parent SEC Reports (ai) were complied, and each Parent SEC Report filed on a timely basissubsequent to the date hereof will comply, (b) comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Laws and (cii) did not, at the time they were and each Parent SEC Report filed (except subsequent to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementdate 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 to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements consolidated balance sheets included in or incorporated by reference into the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements including the related notes and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (zschedules) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presents in all material respects the consolidated financial position of Purchaser Parent and the Parent Subsidiaries as of the dates thereof its date and each of the consolidated results statements of its operations income, retained earnings and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Parent and the Parent Subsidiaries for the periods then endedset forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect. (b) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). (c) Parent has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act). (d) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not, since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) Since January 30, 2009, Parent has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq. (f) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of the Parent as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and Nasdaq.

SEC Reports. Purchaser Parent The Acquirer has timely furnished or filed and made available to Seller via ▇▇▇▇▇ all forms, reports registration statements, reports, schedules and other documents publicly required to be furnished or filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange ActAct or the Securities Act with the Commission since July 30, since January 1, 2019. All 2015 (all such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and documents filed prior to the Closing Date) are referred to herein as date hereof, collectively the “Purchaser Parent "SEC Reports.” Documents"). The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did notDocuments, at the time they were filed (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), Document) (ia) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the 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. As of their respective dates, the Any audited or unaudited financial statements and any notes thereto or schedules included in the Purchaser Parent SEC Reports Documents (xthe "Acquirer Financial Statements"), at the time filed, (A) comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (yB) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved presented thereby (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), ) and (zC) fairly present (subject in the case of unaudited statements to normal, normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquirer and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. ▇▇▇▇▇▇▇ & Company is the independent registered public accounting firm that performs auditing services for the Acquirer and has not resigned or been dismissed as independent registered public accountants of the Acquirer as a result of or in connection with any disagreement with the Acquirer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Company under the Securities Act and the Securities Exchange Commission under Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act, since January 1, 2019. All such forms, reports and other documents”), including any audited pursuant to Section 13(a) or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and prior to the Closing Date) are documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent SEC Reports.”) and when filed, each SEC Report was in compliance in all material respects with the requirements of its report form, the Exchange Act and the Securities Act. The Company represents that it will use commercially reasonable efforts to comply with its reporting obligations under the Exchange Act. However, due to complexities resulting from recent corporate transactions, including the share exchange, there is a risk that certain future filings may not be timely. Please refer to the Risk Factors set forth on Schedule I for further information. In the event of any delayed filings, the Company will take all reasonable steps to rectify its reporting status and maintain its “current” reporting status with the SEC as soon as possible. The Purchaser Parent Company acknowledges that untimely filings may impact its eligibility to use certain forms, including Form S-3, for registration and capital-raising purposes. The Company further represents that, to the best of its knowledge, all proxy statements, reports, registration statements, schedules, forms, and other documents required to be filed with the SEC Reports (a) were filed on a timely basisafter the date hereof and through the relevant Closing Date will, (b) if and when filed, comply in all material respects with the applicable requirements of the Exchange Act and the rules Securities Act, and regulations of the Securities and Exchange Commission thereunder and (c) did will not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementfiling, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Notwithstanding any failure by the Company to file any proxy statement, report, registration statement, schedule, form, or other document in a timely manner, such failure shall not constitute a breach of their respective datesthis Section 7, provided that the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements Company exercises commercially reasonable efforts to correct any such delays and maintain “current” reporting status with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC.

SEC Reports. Purchaser Parent has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and Whether or not required by the rules and regulations of the Securities and Exchange Commission thereunder and SEC, so long as any Notes are outstanding, Superior Energy will furnish (cwithout exhibits) did notto the Holders or cause the Trustee to furnish to the Holders, at within the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) periods specified in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact SEC’s rules and regulations: (1) all quarterly and annual reports that would be required to be stated therein or necessary filed with the SEC on Forms 10-Q and 10-K if Superior Energy were required to make file reports; and (2) all current reports that would be required to be filed with the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit on Form 8-K if Superior Energy were required to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingfile such reports. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply All such reports will be prepared in all material respects in accordance with applicable accounting requirements and with all of the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied applicable to such reports. Each annual report on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q K will include a report on Superior Energy’s consolidated financial statements by Superior Energy’s certified independent accountants. In addition, Superior Energy will file a copy of each of the Securities and Exchange Commission), reports referred to in clauses (1) and (z2) fairly present (subject above with the SEC for public availability within the time periods specified in the case rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. Issuer will at all times comply with TIA § 314(a). Delivery of unaudited statements such reports, information and documents to normalthe Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, recurring and year-end audit adjustments) in all material respects including the consolidated financial position Issuer’s compliance with any of Purchaser Parent its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). If, at any time, Superior Energy is no longer subject to the periodic reporting requirements of the dates thereof Exchange Act for any reason, Superior Energy will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. Superior Energy will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept Superior Energy’s filings for any reason, Superior Energy will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if Superior Energy were required to file those reports with the SEC. (b) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, Issuer and the consolidated results of its operations Guarantors will furnish to the Holders and cash flows for to securities analysts and prospective investors, upon their request, the periods then endedinformation required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SEC Reports. Purchaser (a) As of the date of filing, the Annual Report on Form 10-K of Loral Parent has for the year ended December 31, 2002 and the Quarterly Report on Form 10-Q of Loral Parent for the fiscal quarter ended March 31, 2003 filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under (the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c"SEC") did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading. As of their respective datesThe foregoing representation shall not apply to any assets of, or aspects of, the financial statements business of Loral Parent and its subsidiaries that is not included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with Transferred Business or the published rules and regulations Purchased Assets. In addition, the materiality of the Securities and Exchange Commission any fact shall be determined with respect theretoto the business and assets of Loral Parent and its subsidiaries, taken as a whole. (yb) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated The financial statements contained in the notes thereto orfilings set forth in clause (a) above (including the related notes, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (zwhere applicable) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Loral Parent and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) and the results of the consolidated operations and changes in shareholders' equity and consolidated cash flows of Loral Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable), comply in all material respects with the Accounting Requirements (as applicable at the date of the filing); and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP, consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. (c) Each Seller maintains accurate books and records reflecting the Purchased Assets and Assumed Liabilities and maintains proper and adequate internal accounting controls which provide assurance that: (i) transactions are executed with management's authorization, (ii) transactions are recorded as necessary to permit the preparation of the financial statements and to maintain accountability for the assets, (iii) access to their assets is permitted only in accordance with management's authorization and (iv) accounts receivables are recorded accurately and properly and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (d) The chief executive officer and the chief financial officer of Loral Parent have signed and Loral Parent has furnished to the SEC all certifications required by Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; such certifications comply with the requirements thereof and the consolidated results have not been modified or withdrawn; and neither Loral Parent nor any of its operations and cash flows for officers has received any notice from any Governmental Authority questioning or challenging the periods then endedaccuracy, completeness or form of such certifications.

SEC Reports. Purchaser Parent Pittencrieff has filed and made available to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms("SEC") all proxy statements, reports and other documentsdocuments required to be filed by it under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") (including any audited or unaudited financial interim reports required to be filed), and Pittencrieff has furnished to AMI copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 1994, its quarterly report on Form 10-Q for the quarter ended June 30, 1995, and all final proxy statements and any notes thereto or schedules included therein reports filed by Pittencrieff under the Exchange Act since June 30, 1993, each as filed (including those that Purchaser Parent may file after collectively, the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent "SEC Reports.” The Purchaser Parent "). Each SEC Reports (a) were filed on a timely basis, (b) comply Report was in compliance in all material respects with the applicable requirements of the Exchange Act its respective form, and the rules and regulations none of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Purchaser Parent SEC Reports (xthe "Pittencrieff Financial Statements") comply in all material respects with applicable accounting requirements are true and with the published rules correct and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent Pittencrieff and the Pittencrieff Subsidiaries as of the dates thereof and the consolidated results of its operations and operations, cash flows and changes in financial position or other information included therein for the periods then endedor as of the dates thereof in each case in accordance with GAAP, and in each case in accordance with past practice during the periods involved (except as otherwise stated therein and except for normal recurring adjustments for interim periods, and that the unaudited Financial Statements do not have complete footnotes). Except and to the extent reflected or reserved against in the Pittencrieff Financial Statements, neither Pittencrieff nor any Pittencrieff Subsidiary has any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due, for the periods covered thereby. Pittencrieff does not know or have reasonable grounds to know of any basis for the assertion against Pittencrieff or any Pittencrieff Subsidiary of any claim or liability of any nature or in any amount not fully reflected or reserved against in the Pittencrieff Financial Statements for the periods provided, whether or not previously disclosed to AMI. 5.

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since February 3, 2011, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror is a party or to which the property or assets of their respective datesthe Acquiror are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Acquiror was originally organized and operated through the date hereof as a bona fide operating business without any pre-existing plan or strategy that the Acquiror would serve primarily as a merger or acquisition candidate for an unidentified company or companies. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.

SEC Reports. Purchaser Parent (a) Buyer has timely filed and made available to Seller via ▇▇▇▇▇ with, or otherwise furnished to, the SEC, as applicable, all registration statements, prospectuses, forms, reports reports, certifications, statements and other documents publicly required to be filed or furnished by Purchaser Parent with it under the Securities and Exchange Commission under Act or the Exchange Act, since January 1, 2019. All as the case may be (such forms, reports and other documents, including any audited as have been supplemented, modified or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after amended since the date hereof and prior to the Closing Date) are referred to herein as time of filing, collectively, the “Purchaser Parent Buyer SEC Reports.” The Purchaser Parent SEC Reports ”). As of their respective effective dates (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any the Buyer SEC Reports that are registration statementstatements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Buyer SEC Reports), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, each Buyer SEC Report: (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 to make the statements therein not misleading or (ii) in the case of Purchaser Parent such Buyer SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinmade in such Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports misleading and (xii) comply complied in all material respects with the applicable accounting requirements of the Exchange Act or the Securities Act, as the case may be, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and with the published applicable rules and regulations of the Securities SEC promulgated thereunder. (b) All of the audited financial statements and Exchange Commission with respect theretounaudited interim financial statements of B▇▇▇▇ included in or incorporated by reference into the Buyer SEC Reports, as applicable, including the related notes and schedules (ycollectively, the “Buyer Financial Statements”): (A) were have been prepared in all material respects in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, subject to for normal and recurring year-end audit adjustments or otherwise adjustments), (B) comply as permitted by Form 10-Q to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Securities and Exchange Commission), SEC with respect thereto and (zC) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and operations, cash flows and changes in stockholders’ equity of Buyer and its consolidated subsidiaries as of the dates and for the periods then endedreferred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). Buyer has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. (i) RSM US LLP has not resigned or been dismissed as independent public accountants of Buyer as a result of or in connection with any disagreement with Buyer on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure; (ii) Buyer or any of its subsidiaries has not formally received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Buyer or its internal accounting controls, including any material complaint, allegation, assertion or claim that B▇▇▇▇ has engaged in questionable accounting or auditing practices; (iii) no executive officer of Buyer has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act; and (iv) no enforcement action has been initiated or, to the Buyer’s Knowledge, threatened against Buyer, by the SEC relating to disclosures contained in any Buyer SEC Reports. (d) Neither Buyer nor any of its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Buyer, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Buyer or any of its subsidiaries in Buyer Financial Statements or otherwise in Buyer SEC Reports. (e) As of the date of this Agreement, there are no unresolved comments (as such term is used under Item 1B of Form 10-K) received from the SEC staff relating to the Buyer SEC Reports. To the Buyer’s Knowledge, none of the Buyer SEC Reports is subject to ongoing SEC review or investigation. Buyer has made available, to the extent not available on E▇▇▇▇, to the Company true, correct and complete copies of all written correspondence between the SEC, on the one hand, and Buyer, on the other hand. (f) Buyer maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurances (a) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (b) that receipts and expenditures of Buyer are being made only in accordance with authorizations of management and the directors of Buyer and (c) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Buyer’s and its subsidiaries’ assets that could have a material effect on Buyer’s financial statements. Buyer (i) has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are reasonably designed to ensure that material information required to be disclosed by Buyer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Buyer’s management as appropriate to allow timely decisions regarding required disclosure and (ii) has disclosed, based on the most recent evaluation by its Chief Executive Officer and its Chief Financial Officer, to Buyer’s auditors and the audit committee of Buyer’s board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect in any material respect Buyer’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls over financial reporting.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via ▇▇▇▇▇ all forms, reports reports, statements and other documents publicly filed by Purchaser Parent schedules with the Securities and Exchange Commission under (the "Commission") required to be filed pursuant to the Exchange Act of 1934, as amended (the "Exchange Act"), or other federal securities laws, and the rules and regulations promulgated thereunder, since January 1October 25, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein 1995 (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent "SEC Reports.” "). The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply complied in all material materials respects with the all applicable requirements of the Exchange Act and such other federal securities laws, and the rules and regulations promulgated thereunder, and did not (as of the Securities and Exchange Commission thereunder and (ctheir respective filing dates) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The audited and unaudited consolidated financial statements of the Company included (or incorporated by reference) in the Purchaser Parent SEC Reports (x) comply as to the form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated stated in the notes thereto or, in the case of unaudited financial statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q including the related notes, and except that the quarterly financial statements do not contain all of the Securities footnote disclosures required by generally accepted accounting principles) and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows changes in financial position for the periods then ended, subject, in the case of the unaudited financial statements, to normal year-end adjustments and any other adjustments described therein. Except as disclosed in the SEC Reports filed prior to the date hereof or as disclosed in Section 5.1 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations (absolute, accrued, contingent or otherwise) which would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance with GAAP applied on a consistent basis, other than liabilities or obligations which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Company under the Securities Act and Exchange Commission under the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and prior to documents incorporated by reference therein, together with the Closing Date) are Prospectus and the Prospectus Supplement, being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a”) were filed on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, (b) comply the SEC Reports complied in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act, as applicable, and regulations none of the Securities and Exchange Commission thereunder and (c) did notSEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were thereto as in effect at the time of filing. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with United States generally accepted accounting principles the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of and except that unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted financial statements may not contain all footnotes required by Form 10-Q of the Securities and Exchange Commission)GAAP, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Reports. Purchaser The Parent has timely filed and made available (or has been deemed to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly have timely filed by Purchaser Parent with the Securities and Exchange Commission pursuant to Rule 12b-25 under the Exchange Act) all reports, since January 1, 2019forms and documents that it was required to file with the SEC pursuant to the Exchange Act (the “Parent Previous Filings”). All such The Parent shall notify the Company immediately and in writing of the filing of any additional forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser documents with the SEC by the Parent may file after the date hereof and prior to the Closing Date) are referred Effective Time, provided that Company is aware that the Parent will timely file a Form 8-K Current Report with respect to herein as the execution and delivery of this Agreement (together with the Parent Previous Filings, the “Purchaser Parent SEC Reports.” Filings”). The Purchaser Parent has timely filed (or has been deemed to have timely filed pursuant to Rule 12b-25 under the Exchange Act) and made publicly available on the SEC’s ▇▇▇▇▇ system, and the Company may rely upon, all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act and (ii) Section 906 of the Sarbanes Oxley Act of 2002 with respect to any documents filed with the SEC. The Parent is in compliance in all material respects with all of the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it. The Parent SEC Reports (a) were filed on a timely basis, (b) comply Filings complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the Securities and Exchange Commission thereunder and (c) did notdate hereof, at there are no outstanding or unresolved comments in comment letters received from the time they were filed (except staff of the SEC with respect to any of the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)Filings. As of their respective dates, (i) in the case of Parent SEC Filings, including any registration statementfinancial statements, schedules or exhibits included or incorporated by reference 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 to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective datesthe Subsidiaries of the Parent is required to file or furnish any forms, reports or other documents with the SEC. No order suspending the effectiveness of any registration statement of the Parent under the Securities Act or the Exchange Act has been issued by the SEC and, to the Parent’s knowledge after reasonable inquiry, no proceedings for that purpose have been initiated or threatened by the SEC. Since the most recent filing of such certifications and statements, there have been no significant changes in the Parent’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act), or in other factors that could significantly affect its disclosure controls and procedures. The Parent has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Exchange Act) and such controls and procedures are effective in ensuring that material information relating to the Parent, including its Subsidiaries, is made known to the principal executive officer and the principal financial officer. Subject to applicable Law, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and Parent, with the published rules and regulations assistance of the Securities Company, has taken or shall take all action reasonably requested by the Company, but consistent with the certificate of incorporation and bylaws of the Parent, that is reasonably necessary to effect any such election or appointment of the designees of the Company to the Parent’s Board of Directors, including mailing to the Parent’s stockholders an information statement containing the information required by Section 14(f) of the Exchange Commission Act and Rule 14f-1 promulgated thereunder at least 10 days prior to the Effective Time. The Company has supplied the Parent all information with respect theretoto it and its nominees, (yofficers, directors and Affiliates required by such Section 14(f) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedRule 14f-1.

SEC Reports. Purchaser Parent The Company has filed and made available all reports required to Seller via ▇▇▇▇▇ all forms, reports and other documents publicly be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange 1934 Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the twelve months preceding the date hereof and prior (or such shorter period as the Company was required by law to file such reports) (the Closing Date) are foregoing materials being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a”) were filed on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, (b) comply the SEC Reports complied in all material respects with the applicable requirements of the Exchange 1934 Act and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at the time they were when filed (except to the extent corrected and/or subsequently amended or superseded by a subsequent Purchaser Parent SEC Report)restated, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The Registration Statement and the Prospectus, complied in all material respects with the requirements of their respective datesthe 1933 Act and the rules and regulations of the SEC promulgated thereunder, and none of such Registration Statement or the Prospectus, contain or contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the case of any prospectus in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were thereto as in effect at the time of filing or as subsequently amended or restated. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)thereto, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Reports. Purchaser Parent Since December 31, 2012, the Company has filed or furnished (as applicable) all forms, reports and made available documents with the SEC that have been required to Seller via be so filed or furnished (as applicable) by it under applicable Law, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) prior to the date hereof, and, after the date of this Agreement and until the Acceptance Time, the Company will timely file or furnish (as applicable) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC that are required to be filed or furnished (as applicable) by it under the Exchange Act, since January 1, 2019. All applicable Law (all such forms, reports and other documents, including together with any audited other forms, reports or unaudited financial statements and any notes thereto other documents filed or schedules included therein furnished (including those that Purchaser Parent may file after as applicable) by the date hereof and Company with the SEC on or prior to the Closing Date) Acceptance Time that are referred not required to herein be so filed or furnished (the “SEC Reports”)). Each SEC Report complied, or will comply, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply as of its filing date, as to form, in all material respects with the applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act or the Exchange Act and the applicable rules and regulations of the Securities SEC thereunder, as the case may be, each as in effect on the date such SEC Report was, or will be, filed. True, correct and Exchange Commission thereunder and (c) did not, at the time they were complete copies of all SEC Reports filed (except prior to the extent corrected date hereof, whether or superseded by a subsequent Purchaser not required under applicable Law, have been made available to Parent SEC Report), (i) or are publicly available in the case Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of any registration statementthe SEC. As of its filing date, each SEC Report did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesthe date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the financial statements included in SEC with respect to the Purchaser Parent SEC Reports. To the Knowledge of the Company, none of the SEC Reports (x) comply is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in all material respects with applicable each case regarding any accounting requirements and practices of the Company. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the published rules and regulations SEC. No executive officer of the Securities and Exchange Commission Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedany SEC Report.

SEC Reports. Purchaser Parent (a) The Acquiror has filed and made available to Seller via ▇▇▇▇▇ all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent it with the Securities and Exchange Commission under SEC since February 5, 2007, pursuant to the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein Act (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports”).” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply As of their respective dates, the SEC Reports and any registration statements filed by the Acquiror under the Securities Act (the “Registration Statements”) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports or Registration Statements, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, 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 not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material Contracts to which the Acquiror is a party or to which the property or assets of their respective datesthe Acquiror are subject have been filed as exhibits to the SEC Reports and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, the as applicable. The financial statements of the Acquiror included in the Purchaser Parent SEC Reports (x) and the Registration Statements comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect theretothereto as in effect at the time of filing, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto thereto, or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise statements as permitted by Form 10-Q of the Securities and Exchange CommissionQ), and (z) fairly present in all material respects (subject in the case of unaudited statements statements, to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Acquiror as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Acquiror was originally organized and operated as a bona fide operating business without any pre-existing plan or strategy that the Acquiror would serve primarily as a merger or acquisition candidate for an unidentified company or companies. On February 5, 2007 the Acquiror filed a Form 10 indicating its shell status. The disclosure set forth in the SEC Reports and Registration Statements regarding the Acquiror’s business is current and complete and accurately reflects operations of the Acquiror as it exists as of the date hereof.